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

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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^*

COTTERELL SAMUEL K

(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)
	Senior Vice President & CFO

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2012

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	03/15/2012		M		60,000⁽¹⁾	A	$0	98,876	D
Common Stock	03/15/2012		M		9,000⁽²⁾	A	$0	107,876	D
Common Stock	03/15/2012		M		3,984⁽³⁾	A	$0	111,860	D
Common Stock	03/15/2012		F		24,998⁽¹⁾⁽²⁾⁽³⁾	D	$8.24	86,862	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	⁽⁴⁾	03/15/2012		M			60,000	03/15/2010⁽¹⁾	03/15/2012⁽¹⁾	Common Stock	60,000	$0	0	D
2011 Restricted Stock Units	⁽⁴⁾	03/15/2012		M			9,000	03/15/2012⁽²⁾	03/15/2013⁽²⁾	Common Stock	9,000	$0	9,000	D
2011 Restricted Stock Units	⁽⁴⁾	03/15/2012		M			3,984	03/15/2012⁽³⁾	03/15/2012⁽³⁾	Common Stock	3,984	$0	0	D
2011 Restricted Stock Units	⁽⁴⁾							03/15/2013⁽⁵⁾	03/17/2014⁽⁵⁾	Common Stock	14,724		14,724	D
2012 Restricted Stock Units	⁽⁴⁾	03/15/2012		A		21,867		03/15/2013⁽⁶⁾	03/16/2015⁽⁶⁾	Common Stock	21,867	$0	21,867	D
2011 Stock Options	$8.55							03/15/2013⁽⁷⁾	⁽⁷⁾	Common Stock	29,006		29,006	D
2012 Stock Options	$8.24	03/15/2012		A		43,944		03/15/2013⁽⁷⁾	⁽⁷⁾	Common Stock	43,944	$0	43,944	D

Explanation of Responses:

1. On March 16, 2009, Mr. Cotterell was awarded 100,000 restricted stock units (RSUs) under the Boise Inc. Incentive and Performance Plan. The final 60% portion of this award, 60,000 RSUs, vested on March 15, 2012. Mr. Cotterell elected to have shares withheld to satisfy his tax withholding obligations on these vested shares.

2. On January 1, 2011, Mr. Cotterell was awarded 18,000 restricted stock units (RSUs) under the Boise Inc. Incentive and Performance Plan upon his election as our senior vice president and chief financial officer. One half (1/2) of this award, 9,000 RSUs, vested on March 15, 2012. Mr. Cotterell elected to have shares withheld to satisfy his tax withholding obligations on these vested shares.

3. On March 15, 2011, Mr. Cotterell was awarded 3,984 restricted stock units (RSUs) under the Boise Inc. Incentive and Performance Plan, all of which vested on March 15, 2012. Mr. Cotterell elected to have shares withheld to satisfy his tax withholding obligations on these vested shares.

4. Each restricted stock unit represents a contingent right to receive one share of Boise Inc. common stock.

5. On March 15, 2011, Mr. Cotterell was awarded 14,724 restricted stock units (RSUs) under the Boise Inc. Incentive and Performance Plan. These service-condition vesting RSUs vest as follows: one half (1/2) will vest on March 15, 2013, and one half (1/2) will vest on March 17, 2014.

6. On March 15, 2012, Mr. Cotterell was awarded 21,867 restricted stock units (RSUs) under the Boise Inc. Incentive and Performance Plan. These service-condition vesting RSUs vest as follows: one third (1/3) will vest on March 15, 2013, one third (1/3) will vest on March 17, 2014, and one third (1/3) will vest on March 16, 2015.

7. Reflects an award of nonqualified stock options under the Boise Inc. Incentive and Performance Plan. In general, these options expire ten years after the award date. Termination of employment may shorten the exercise period, as described in the stock option award agreement.

Remarks:

	/s/ Samuel K. Cotterell	03/19/2012
	** Signature of Reporting Person	Date
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* 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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