SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

WARREN ROBERT A

(Last)

(First)

(Middle)

BOISE INC.

1111 WEST JEFFERSON STREET, SUITE 200

(Street)

BOISE

83702-5388

(City)

(State)

(Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/22/2011

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/22/2011		S⁽¹⁾		18,000	D	$8.71⁽²⁾	55,730	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 (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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
2009 Restricted Stock Units	⁽³⁾							03/15/2010⁽⁴⁾	03/15/2012⁽⁴⁾	Common Stock	174,000		174,000	D
2010 Restricted Stock Units	⁽³⁾							11/15/2013⁽⁵⁾	11/15/2013⁽⁵⁾	Common Stock	50,000		50,000	D
2011 Restricted Stock Units	⁽³⁾							03/15/2012⁽⁶⁾	03/15/2012⁽⁶⁾	Common Stock	13,662		13,662	D
2011 Restricted Stock Units	⁽³⁾							03/15/2013⁽⁷⁾	03/17/2014⁽⁷⁾	Common Stock	21,034		21,034	D
2011 Stock Option	$8.55							03/15/2013⁽⁸⁾	⁽⁸⁾	Common Stock	41,438		41,438	D

Explanation of Responses:

1. The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 8, 2010.

2. The price reported is a weighted average price. These shares were sold in multiple transactions on March 22, 2011, at prices ranging from $8.6600 to $8.7650, 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 March 16, 2009, Mr. Warren was awarded 290,000 restricted stock units (RSUs) under the Boise Inc. Incentive and Performance Plan. These service-condition vesting RSUs vest as follows: 58,000 RSUs vested on March 15, 2010; 58,000 vested on March 15, 2011; and the remaining 174,000 will vest on March 15, 2012.

5. On November 1, 2010, Mr. Warren was awarded 50,000 restricted stock units (RSUs) upon his election as our executive vice president and chief operating officer. These service-condition vesting RSUs will vest on November 15, 2013.

6. The company declared a special cash dividend payable on December 3, 2010, to shareholders of record on November 17, 2010. On the record date, our executive officers held unvested restricted stock or restricted stock units that, pursuant to the terms of their award agreements, did not accrue dividends. On February 23, 2011, the compensation committee of our board of directors approved a supplemental equity award to our executive officers to align management and shareholder interests regarding dividend strategy. Accordingly, on March 15, 2011, Mr. Warren was awarded a supplemental one-year, service-condition vesting equity award equivalent in value to the dividends he would have received on his restricted stock units held as of the record date.

7. 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: 10,517 RSUs will vest on March 15, 2013, and the remaining 10,517 will vest on March 17, 2014.

8. On March 15, 2011, Mr. Warren was awarded a nonqualified stock option under the Boise Inc. Incentive and Performance Plan. This stock option award will vest and become exercisable as follows: 20,719 shares will vest and become exercisable on March 15, 2013; and the remaining 20,719 will vest and become exercisable on March 17, 2014. This award, to the extent vested, must be exercised on or before the earliest of the following: the tenth anniversary of the award date; five years after the date of Mr. Warren's retirement; three years after Mr. Warren's death or total and permanent disability; or one year after Mr. Warren's termination pursuant to his stock option award agreement.

Remarks:

	/s/ Robert A. Warren	03/23/2011
	** 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 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).
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.