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*
MENCOFF SAMUEL M

(Last) (First) (Middle)
C/O MADISON DEARBORN PARTNERS, LLC
70 W. MADISON STREET, SUITE 4600

(Street)
CHICAGO IL 60602

(City) (State) (Zip)
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 X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/30/2013
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share 07/30/2013 S 10,000,000(1)(2)(3) D $25.8795 19,700,000(2)(3) D
Common Stock, par value $0.01 per share 07/30/2013 D 3,864,062(2)(3)(4) D $25.8795 15,835,938(2)(3) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
MENCOFF SAMUEL M

(Last) (First) (Middle)
C/O MADISON DEARBORN PARTNERS, LLC
70 W. MADISON STREET, SUITE 4600

(Street)
CHICAGO IL 60602

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
SOULELES THOMAS S

(Last) (First) (Middle)
C/O MADISON DEARBORN PARTNERS, LLC
70 W. MADISON STREET, SUITE 4600

(Street)
CHICAGO IL 60602

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
MADISON DEARBORN PARTNERS LLC

(Last) (First) (Middle)
C/O MADISON DEARBORN PARTNERS, LLC
70 W. MADISON STREET, SUITE 4600

(Street)
CHICAGO IL 60602

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
MADISON DEARBORN PARTNERS IV LP

(Last) (First) (Middle)
C/O MADISON DEARBORN PARTNERS, LLC
70 W. MADISON STREET, SUITE 4600

(Street)
CHICAGO IL 60602

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
MADISON DEARBORN CAPITAL PARTNERS IV LP

(Last) (First) (Middle)
C/O MADISON DEARBORN PARTNERS, LLC
70 W. MADISON STREET, SUITE 4600

(Street)
CHICAGO IL 60602

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
FINNEGAN PAUL J

(Last) (First) (Middle)
C/O MADISON DEARBORN PARTNERS, LLC
70 W. MADISON STREET, SUITE 4600

(Street)
CHICAGO IL 60602

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
FOREST PRODUCTS HOLDINGS, L.L.C.

(Last) (First) (Middle)
C/O MADISON DEARBORN PARTNERS, LLC
70 W. MADISON STREET, SUITE 4600

(Street)
CHICAGO IL 60602

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Represent shares of Boise Cascade Company common stock ("Common Stock") sold in an underwritten secondary offering.
2. Boise Cascade Holdings, L.L.C. ("BC Holdings") is the record owner of the shares of Common Stock set forth herein. Forest Products Holdings, L.L.C. ("FPH") holds a majority of the voting common units of BC Holdings and has the right to appoint a majority of the members of the board of directors of BC Holdings. Madison Dearborn Capital Partners IV, L.P. (''MDCP IV'') is the controlling equityholder of FPH. Madison Dearborn Partners IV, L.P. (''MDP IV'') is the general partner of MDCP IV. Madison Dearborn Partners, LLC (''MDP'') is the general partner of MDP IV. Paul J. Finnegan and Samuel M. Mencoff are the sole members of a limited partner committee of MDP IV that has the power to vote or dispose of the equity units held by MDCP IV and are investors in MDP IV. Thomas S. Souleles is a managing director of MDP. Each of Messrs. Finnegan, Mencoff and Souleles are also investors in MDP IV and/or MDCP IV.
3. Each of FPH, MDCP IV, MDP IV, MDP and Messrs. Finnegan, Mencoff and Souleles may be deemed to have an indirect pecuniary interest in the shares of common stock held of record by BC Holdings. 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.
4. Represent shares of Common Stock repurchased by Boise Cascade Company from BC Holdings in a stock repurchase.
Samuel M. Mencoff, by /s/ John T. Sahlberg, Attorney in Fact 07/31/2013
Thomas S. Souleles, by /s/ John T. Sahlberg, Attorney in Fact 07/31/2013
Forest Products Holdings, L.L.C., by /s/ John T. Sahlberg, Senior Vice President and General Counsel 07/31/2013
Madison Dearborn Partners, LLC, by /s/ John T. Sahlberg, Attorney-in-Fact for Mark B. Tresnowski, Managing Director 07/31/2013
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 07/31/2013
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 07/31/2013
Paul J. Finnegan, by /s/ John T. Sahlberg, Attorney-in-Fact 07/31/2013
** 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.