Sec Form 4 Filing - BOISE CASCADE HOLDINGS, L.L.C. @ BOISE CASCADE Co - 2013-07-30

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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1. Name and Address of Reporting Person BOISE CASCADE HOLDINGS, L.L.C. 2. Issuer Name and Ticker or Trading Symbol BOISE CASCADE Co [ BCC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1111 WEST JEFFERSON STREET, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 07/30/2013 (Street) BOISE, ID83702 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, par value $0.01 per share 07/30/2013 S 10,000,000 ( 1 ) D $ 25.8795 19,700,000 D Common Stock, par value $0.01 per share 07/30/2013 D 3,864,062 ( 2 ) D $ 25.8795 15,835,938 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BOISE CASCADE HOLDINGS, L.L.C. 1111 WEST JEFFERSON STREET, SUITE 300 BOISE, ID83702 X X Signatures by /s/ John T. Sahlberg, Senior Vice President, Human Resources and General Counsel 07/31/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represent shares of common stock of Boise Cascade Company ("Common Stock") sold in an underwritten secondary offering. ( 2 )Represent shares of Common Stock repurchased by Boise Cascade Company in a stock repurchase.

Remarks: Boise Cascade Holdings, L.L.C. (''BC Holdings") may be deemed a director by deputization as a result of Samuel M. Mencoff, a member of the limited partner committee of Madison Dearborn Partners IV, L.P. ("MDP IV"), and Thomas S. Souleles and Matthew W. Norton, employees of Madison Dearborn Partners, LLC (''MDP''), serving on the board of directors of Boise Cascade Company. Forest Products Holdings, L.L.C. ("FPH") holds a majority of the voting common units of BC Holdings and has the right to appoint a majority of the members of the board of directors of BC Holdings. Madison Dearborn Capital Partners IV, L.P. (''MDCP IV'') is the controlling equityholder of FPH. MDP IV is the general partner of MDCP IV. MDP is the general partner of MDP IV. Paul J. Finnegan and Samuel M. Mencoff are the sole members of a limited partner committee of MDP IV that has the power to vote or dispose of the equity units held by MDCP IV.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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