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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) | 02/27/2014 | A | 2,639 | (2) | (2) | Common Stock, par value $0.01 | 2,639 | $ 0 | 4,662 (3) | D (4) (7) (8) | ||||
Restricted Stock Units | (1) | 02/27/2014 | A | 2,639 | (2) | (2) | Common Stock, par value $0.01 | 2,639 | $ 0 | 4,662 (3) | D (5) (7) (8) | ||||
Restricted Stock Units | (1) | 02/27/2014 | A | 2,639 | (2) | (2) | Common Stock, par value $0.01 | 2,639 | $ 0 | 4,662 (3) | D (6) (7) (8) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MENCOFF SAMUEL M C/O MADISON DEARBORN PARTNERS, LLC 70 W. MADISON STREET, SUITE 4600 CHICAGO, IL 60602 |
X | X | ||
SOULELES THOMAS S C/O MADISON DEARBORN PARTNERS, LLC 70 W. MADISON STREET, SUITE 4600 CHICAGO, IL 60602 |
X | X | ||
NORTON MATTHEW W C/O MADISON DEARBORN PARTNERS, LLC 70 W. MADISON STREET, SUITE 4600 CHICAGO, IL 60602 |
X | X | ||
MADISON DEARBORN PARTNERS LLC C/O MADISON DEARBORN PARTNERS, LLC 70 W. MADISON STREET, SUITE 4600 CHICAGO, IL 60602 |
X | X | ||
MADISON DEARBORN PARTNERS IV LP C/O MADISON DEARBORN PARTNERS, LLC 70 W. MADISON STREET, SUITE 4600 CHICAGO, IL 60602 |
X | X | ||
MADISON DEARBORN CAPITAL PARTNERS IV LP C/O MADISON DEARBORN PARTNERS, LLC 70 W. MADISON STREET, SUITE 4600 CHICAGO, IL 60602 |
X | X | ||
FINNEGAN PAUL J C/O MADISON DEARBORN PARTNERS, LLC 70 W. MADISON STREET, SUITE 4600 CHICAGO, IL 60602 |
X | X |
Samuel M. Mencoff, by /s/ John T. Sahlberg, Attorney in Fact | 03/13/2014 | |
**Signature of Reporting Person | Date | |
Thomas S. Souleles, by /s/ John T. Sahlberg, Attorney in Fact | 03/13/2014 | |
**Signature of Reporting Person | Date | |
Matthew W. Norton, by /s/ John T. Sahlberg, Attorney in Fact | 03/13/2014 | |
**Signature of Reporting Person | Date | |
Madison Dearborn Partners, LLC, by /s/ John T. Sahlberg, Attorney-in-Fact for Mark B. Tresnowski, Managing Director | 03/13/2014 | |
**Signature of Reporting Person | Date | |
Madison Dearborn Partners IV, L.P., by Madison Dearborn Partners, LLC, its General Partner, by /s/ John T. Sahlberg, Attorney-in-Fact for Mark B. Tresnowski, Managing Director | 03/13/2014 | |
**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/ John T. Sahlberg, Attorney-in-Fact for Mark B. Tresnowski, Managing Director | 03/13/2014 | |
**Signature of Reporting Person | Date | |
Paul J. Finnegan, by /s/ John T. Sahlberg, Attorney-in-Fact | 03/13/2014 | |
**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 Cascade Company common stock. |
(2) | The restricted stock units vest on February 27, 2015. Vested shares will be delivered to the reporting person 60 days following the record holder's termination as a director of Boise Cascade Company (or other employment with the company). |
(3) | Includes 2,023 restricted stock units which vested on February 26, 2014; provided that such vested shares will not be delivered to the reporting person until 60 days following the record holder's termination as a director or employee with Boise Cascade Company. |
(4) | These restricted stock units are held of record by Samuel Mencoff. |
(5) | These restricted stock units are held of record by Thomas Souleles. |
(6) | These restricted stock units are held of record by Matthew Norton. |
(7) | Each of Messrs. Mencoff, Souleles and Norton is an executive officer or an employee of Madison Dearborn Partners, LLC ("MDP"). Each of the foregoing persons was appointed to the Boise Cascade Company's Board of Directors as nominees of Boise Cascade Holdings, LLC ("BCH"), pursuant to a director nomination agreement between BCH and Boise Cascade Company. Madison Dearborn Capital Partners IV, LP ("MDCP IV") is the indirect controlling stockholder of BCH, Madison Dearborn Partners IV, LP ("MDP IV") is the general partner of MDCP IV, MDP is the general partner of MDP IV and Mr. Paul J. Finnegan is a member of the limited partner committee of MDP IV and, as a result, each may be deemed a director by deputization as a result of Messrs. Mencoff, Norton and Souleles serving on Boise Cascade Company's Board of Directors on behalf of BCH. |
(8) | Each of MDCP IV, MDP IV, MDP, Mr. Finnegan, Mr. Mencoff and Mr. Souleles may be deemed to have an indirect pecuniary interest in the awards, which are held by the record holders for the benefit of MDP IV, MDCP IV and MDP. Mr. Norton does not have a pecuniary interest in any of the awards. Each of the foregoing persons expressly disclaims beneficial ownership of the reported securities, except to the extent of such person's respective pecuniary interest therein. |