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
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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*
Weiss Jason

(Last) (First) (Middle)
C/O TERRAPIN PARTNERS, LLC
540 MADISON AVENUE, 17TH FLOOR

(Street)
NEW YORK NY 10022

(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)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/08/2008
4. If Amendment, Date of Original Filed (Month/Day/Year)
05/12/2008
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)
Code V Amount (A) or (D) Price
Common Stock 36,100(1) D
Common Stock 625,000 I Held by the Jason G. Weiss Revocable Trust(2)
Common Stock 9,913,500 I Held by Terrapin Partners Venture Partnership(3)
Common Stock 301,500 I Held by Terrapin Partners Employee Partnership(4)
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
Contingent Value Rights (5)(6) 05/08/2008 A 387,860 02/05/2009 02/15/2009 Common Stock 387,860 $0.3125 387,860(7) I Held by the Jason G. Weiss Revocable Trust(2)
Contingent Value Rights (5)(6) 05/08/2008 A 387,860 02/05/2009 02/15/2009 Common Stock 387,860 $0.3125 387,860(7) I Held by the JGW Trust
Warrants $7.5 06/19/2008 06/18/2011 Common Stock 1,500,000 1,500,000(7) D
Explanation of Responses:
1. These Common Stock shares reflect time-vested stock awards.
2. Mr. Weiss serves as the trustee of the Jason G. Weiss Revocable Trust.
3. Mr. Weiss is a general partner of the Terrapin Partners Venture Partnership, and he and/or his family trusts are 45.93% owners of the Terrapin Partners Venture Partnership. (The ownership percentage reported on the Form 4 filed by Mr. Weiss on May 12, 2008 was incorrectly reported as 50%.)
4. Terrapin Partners, LLC is the general partner of the Terrapin Partners Employee Partnership, and Mr. Weiss is a co-manager of Terrapin Partners, LLC.
5. In order to receive a settlement of the Contingent Value Rights (the "CVRs"), (i) the Common Stock's Anniversary Price (defined as the arithmetical average of the volume weighted average trading price of the Common Stock as reported by Bloomberg Professional Service for the period beginning 9:30 a.m., New York City time and ending at 4:00 p.m., New York City time for the 30 trading days prior to February 5, 2009) must be less than $10.50 and (ii) the holder must give written notice between February 6, 2009 and February 15, 2009 to Terrapin Partners Venture Partnership and Boise Cascade, L.L.C. (together, the "Grantors"), requesting payment of the CVRs.
6. (Continued from Footnote 5) Subject to certain adjustments set forth in the Contingent Value Rights Agreement, included as Exhibit 99.2 to the issuer's Schedule 14A filed with the Securities and Exchange Commission on February 1, 2008, the Grantors will pay or transfer to holder an amount per CVR by which the Anniversary Price is less than $10.50, up to a maximum of $1.00. For purposes of determining the number of Common Stock shares that may be transferred to Mr. Weiss upon settlement of the CVRs, the value of each Common Stock share will equal the higher of the Anniversary Price or $9.00.
7. The total number of derivative securities held by Mr. Weiss and/or his family trusts is 2,275,720, which amount includes the following: (a) 1,500,000 Warrants purchased on June 19, 2007 and held directly; (b) 387,860 Contingent Value Rights purchased on May 8, 2008 and held indirectly by the JGW Trust; and (c) 387,860 Contingent Value Rights purchased on May 8, 2008 and held indirectly by the Jason G. Weiss Revocable Trust.
Remarks:
/s/ Tony Steenkolk, Under a Power of Attorney 05/16/2008
** 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).
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