Sec Form 4 Filing - FOREST PRODUCTS HOLDINGS, L.L.C. @ BOISE CASCADE Co - 2014-03-03

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 FOREST PRODUCTS 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) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O MADISON DEARBORN PARTNERS, L.L.C., 70 W. MADISON STREET, SUITE 4600 3. Date of Earliest Transaction (MM/DD/YY) 03/03/2014 (Street) CHICAGO, IL60602 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 03/03/2014 J( 1 )( 2 ) 7,785,938 D $ 0 0 I See Footnotes ( 1 ) ( 2 ) Common stock, par value $0.01 03/03/2014 J( 1 )( 2 )( 3 ) V 5,468 A $ 0 5,468 I By Madison Dearborn Partners, L.L.C. See Footnotes ( 3 ) ( 4 )

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 FOREST PRODUCTS HOLDINGS, L.L.C. C/O MADISON DEARBORN PARTNERS, L.L.C. 70 W. MADISON STREET, SUITE 4600 CHICAGO, IL60602 X MADISON DEARBORN CAPITAL PARTNERS IV LP C/O MADISON DEARBORN PARTNERS, L.L.C. 70 W. MADISON STREET, SUITE 4600 CHICAGO, IL60602 X MADISON DEARBORN PARTNERS IV LP C/O MADISON DEARBORN PARTNERS, L.L.C. 70 W. MADISON STREET, SUITE 4600 CHICAGO, IL60602 X MADISON DEARBORN PARTNERS LLC C/O MADISON DEARBORN PARTNERS, L.L.C. 70 W. MADISON STREET, SUITE 4600 CHICAGO, IL60602 X Signatures Forest Products Holdings, L.L.C., by /s/ Mark B. Tresnowski, Attorney-in-Fact 03/05/2014 Signature of Reporting Person Date Madison Dearborn Capital Partners IV, L.P., by Madison Dearborn Partners IV, L.P., its General Partner, by Madison Dearborn Partners, LLC, its General Partner, by /s/ Mark B. Tresnowski, Managing Director 03/05/2014 Signature of Reporting Person Date Madison Dearborn Partners IV, L.P., by Madison Dearborn Partners, LLC, its General Partner, by /s/ Mark B. Tresnowski, Managing Director 03/05/2014 Signature of Reporting Person Date Madison Dearborn Partners, LLC, by /s/ Mark B. Tresnowski, Managing Director 03/05/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On March 3, 2014, Boise Cascade Holdings, L.L.C. ("BC Holdings") made a pro rata distribution of 7,785,938 shares of Boise Cascade Company's common stock, par value $0.01 per share (collectively, the "Shares"), to its members for no consideration. Forest Products Holdings, L.L.C. ("FPH"), BC Holdings' controlling equityholder, then made a pro rata distribution for no consideration of 6,228,265 Shares to its members, including its controlling equity holder Madison Dearborn Capital Partners IV, L.P. ("MDCP IV"). MDCP IV then made a pro rata distribution for no consideration of the Shares it received from FPH to Madison Dearborn Partners IV, L.P., its general partner ("MDP IV"), and to its limited partners. Finally, MDP IV made a pro rata distribution for no consideration of the Shares it received from MDCP IV to its partners on the same date (the "MDP IV Distribution"). ( 2 )Prior to giving effect to the distributions described in Note 1 above, BC Holdings was the record holder of the Shares. The reporting persons previously reported the Shares as indirectly owned through BC Holdings. ( 3 )In the MDP IV Distribution, Madison Dearborn Partners, L.L.C., MDP IV's general partner ("MDP LLC"), received 5,468 Shares. The acquisition of such Shares by MDP LLC was exempt under Rule 16a-9 and Rule 16a-13. ( 4 )Each of the reporting persons (other than MDP LLC) hereby disclaims beneficial ownership of any shares of the issuer's common stock held by MDP LLC, except to the extent of its pecuniary interest therein, and the inclusion of such shares in this report should not be deemed an admission that it is the beneficial owner of such shares for purposes of Section 16 or for any other purpose.

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