SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Hartley Larry

(Last)

(First)

(Middle)

C/O OFFICEMAX INCORPORATED

263 SHUMAN BLVD.

(Street)

NAPERVILLE

60563

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/11/2012

3. Issuer Name and Ticker or Trading Symbol
OFFICEMAX INC [ omx ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Supply Chain

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	24,108	D
Series D Convertible Preferred Stock	1,274	I	By ESOP Trust⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (Right to Buy)	⁽²⁾	02/12/2016	Common Stock	17,600	$4.8	D
Employee Stock Option (Right to Buy)	⁽³⁾	02/11/2017	Common Stock	11,795	$14.52	D
Employee Stock Option (Right to Buy)	⁽⁴⁾	02/09/2018	Common Stock	9,160	$16.86	D
Employee Stock Option (Right to Buy)	⁽⁵⁾	02/16/2019	Common Stock	15,721	$5.57	D

Explanation of Responses:

1. Represents number of shares beneficially owned as of May 14, 2012 based on information from the Plan administrator.

2. The option vested in three equal annual installments beginning on February 12, 2010 and is currently exerciseable.

3. The option vests in three equal annual installments beginning on February 11, 2011.

4. The option vests in three equal annual installments beginning on February 9, 2012.

5. The option vests in three equal annual installments beginning on February 16, 2013.

	/s/ Susan Wagner-Fleming, by POA from Larry Hartley	05/21/2012
	** Signature of Reporting Person	Date
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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.