Sec Form 4 Filing - WARREN ROBERT A @ BOISE INC. - 2012-03-22

Insider filing report for Changes in Beneficial Ownership
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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
WARREN ROBERT A
2. Issuer Name and Ticker or Trading Symbol
BOISE INC. [ BZ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Executive Vice President & COO
(Last) (First) (Middle)
BOISE INC., 1111 WEST JEFFERSON STREET, SUITE 200
3. Date of Earliest Transaction (MM/DD/YY)
03/22/2012
(Street)
BOISE, ID83702-5388
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 03/22/2012 S( 1 ) 40,000 D $ 8.05 ( 2 ) 128,212 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
2010 Restricted Stock Units ( 3 ) 11/15/2013( 4 ) 11/15/2013( 4 ) Common Stock 50,000 50,000 D
2011 Restricted Stock Units ( 3 ) 03/15/2013( 5 ) 03/17/2014( 5 ) Common Stock 21,034 21,034 D
2012 Restricted Stock Units ( 3 ) 03/15/2013( 6 ) 03/16/2015( 6 ) Common Stock 30,120 30,120 D
2011 Stock Options $ 8.55 03/15/2013( 7 ) ( 7 ) Common Stock 41,438 41,438 D
2012 Stock Options $ 8.24 03/15/2013( 7 ) ( 7 ) Common Stock 60,525 60,525 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
WARREN ROBERT A
BOISE INC.
1111 WEST JEFFERSON STREET, SUITE 200
BOISE, ID83702-5388
Executive Vice President & COO
Signatures
/s/ Robert A. Warren 03/22/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by Mr. Warren on November 8, 2010.
( 2 )The price reported is a weighted average price. These shares were sold in multiple transactions on March 22, 2012, at prices ranging from $8.01 to $8.12, inclusive. Mr. Warren undertakes to provide to any security holder of Boise Inc. or the SEC staff, upon request, full information regarding the number of shares sold at each separate price.
( 3 )Each restricted stock unit represents a contingent right to receive one share of Boise Inc. common stock.
( 4 )On November 1, 2010, Mr. Warren was awarded 50,000 restricted stock units (RSUs) under the Boise Inc. Incentive and Performance Plan upon his election as our executive vice president and chief operating officer. These service-condition vesting RSUs will vest on November 15, 2013.
( 5 )On March 15, 2011, Mr. Warren was awarded 21,034 restricted stock units (RSUs) under the Boise Inc. Incentive and Performance Plan. These service-condition vesting RSUs vest as follows: one half (1/2) will vest on March 15, 2013, and one half (1/2) will vest on March 17, 2014.
( 6 )On March 15, 2012, Mr. Warren was awarded 30,120 restricted stock units (RSUs) under the Boise Inc. Incentive and Performance Plan. These service-condition vesting RSUs vest as follows: one third (1/3) will vest on March 15, 2013, one third (1/3) will vest on March 17, 2014, and one third (1/3) will vest on March 16, 2015.
( 7 )Reflects an award of nonqualified stock options under the Boise Inc. Incentive and Performance Plan. In general, these options expire ten years after the award date. Termination of employment may shorten the exercise period, as described in the stock option award agreement.

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