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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units | (1) | (2) | 02/28/2011 | Common Stock | 28,800 | 28,800 | D | ||||||||
Restricted Stock Units | (1) | (3) | 02/28/2011 | Common Stock | 46,500 | 75,300 | D | ||||||||
Restricted Stock Units | (1) | (4) | 02/28/2011 | Common Stock | 21,134 | 96,434 | D | ||||||||
Restricted Stock Units | (1) | 03/16/2009 | A | 290,000 (5) | (6) | 03/15/2012 | Common Stock | 290,000 | $ 0 | 386,434 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
WARREN ROBERT A BOISE INC. 1111 W. JEFFERSON ST., SUITE 200 BOISE, ID 83702-5388 |
Senior Vice President |
/s/ Robert A. Warren | 03/18/2009 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Each restricted stock unit represents a contingent right to receive one share of Boise Inc. common stock. |
(2) | These restricted stock units vest upon Boise Inc.'s common stock achieving a market price of $10.00 per share. |
(3) | These restricted stock units vest upon Boise Inc.'s common stock achieving a market price of $12.50 per share. |
(4) | The first one-third of Mr. Warren's 31,700 time-vesting restricted stock units (10,566.666667 units) vested on March 2, 2009. Pursuant to Mr. Warren's Restricted Stock Unit Award Agreement, the company paid cash for the .666667 fractional share. The remaining two-thirds of Mr. Warren's time-vesting restricted stock units vest in equal annual installments on February 28, 2010, and February 28, 2011. |
(5) | This award is contingent on shareholder approval at the company's 2009 Annual Shareholders' Meeting to be held on April 23, 2009, of an amendment to the Boise Inc. Incentive and Performance Plan to increase the number of shares authorized under the plan. |
(6) | These restricted stock units vest as follows: 20% will vest on March 15, 2010; 20% will vest on March 15, 2011; and 60% will vest on March 15, 2012. |