Sec Form 4 Filing - SOULELES THOMAS S @ BOISE CASCADE Co - 2014-07-30

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 SOULELES THOMAS S 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 _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O MADISON DEARBORN PARTNERS, LLC, 70 W. MADISON STREET, SUITE 4600 3. Date of Earliest Transaction (MM/DD/YY) 07/30/2014 (Street) CHICAGO, IL60602 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

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 Restricted Stock Units ( 1 ) 07/30/2014 D 2,639 ( 2 ) ( 2 ) Common Stock, par value $0.01 2,639 $ 0 6,685 ( 3 ) I See Footnote ( 5 ) Restricted Stock Units ( 1 ) ( 4 ) ( 4 ) Common Stock, par value $0.01 4,662 4,662 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SOULELES THOMAS S C/O MADISON DEARBORN PARTNERS, LLC 70 W. MADISON STREET, SUITE 4600 CHICAGO, IL60602 X Signatures Thomas S. Souleles, by /s/ John T. Sahlberg, Attorney in Fact 08/01/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit represents a contingent right to receive one share of Boise Cascade Company common stock. ( 2 )The reported restricted stock units were scheduled to vest on February 27, 2015, but such units were forfeited on July 30, 2014, upon the resignation of Samuel Mencoff as a director of Boise Cascade Company. ( 3 )2,023 of these restricted stock units are held of record by Mr. Mencoff. The remaining 4,662 restricted stock units are held of record by Matthew Norton, a director of Boise Cascade Company. ( 4 )2,639 of the restricted stock units are scheduled to vest on February 27, 2015. The remaining 2,2023 restricted stock units vested on February 26, 2014; provided, that such vested shares will not be delivered to Mr. Souleles or his designee until six months and one day following his termination as a director or employee with Boise Cascade Company. ( 5 )Mr. Souleles, as a managing director of Madison Dearborn Partners, LLC, may be deemed to have an indirect pecuniary interest in the awards and expressly disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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