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* LASSA JUDITH M (Last) (First) (Middle) BOISE INC. 1111 WEST JEFFERSON STREET, SUITE 200 (Street) BOISE ID 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 VP & COO
	3. Date of Earliest Transaction (Month/Day/Year) 03/15/2013
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/15/2013		M		5,449	A	$0	174,505	D
Common Stock	03/15/2013		M		5,226	A	$0	179,731	D
Common Stock	03/15/2013		A		10,715(1)	A	$0	190,446	D
Common Stock	03/15/2013		F		7,436(2)	D	$8.87	183,010	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
2011 Restricted Stock Units	(3)	03/15/2013		M			5,449	(4)	(4)	Common Stock	5,449	$0	5,449	D
2012 Restricted Stock Units	(3)	03/15/2013		M			5,226	(5)	(5)	Common Stock	5,226	$0	10,452	D
2012 Restricted Stock Units (Special)	(3)							(6)	(6)	Common Stock	25,641		25,641	D
2013 Restricted Stock Units	(3)	03/15/2013		A		26,832		(7)	(7)	Common Stock	26,832	$0	26,832	D
2011 Employee Stock Option (Right to Buy)	$8.55							(8)	(8)	Common Stock	21,472		21,472	D
2012 Employee Stock Option (Right to Buy)	$8.24							(9)	(9)	Common Stock	31,506		31,506	D

Explanation of Responses:

1. Represents shares vesting under the Boise Inc. Incentive and Performance Plan.

2. Represents shares withheld to satisfy tax withholding obligations on shares vesting under the Boise Inc. Incentive and Performance Plan.

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

4. On March 15, 2011, Ms. Lassa was awarded 10,898 restricted stock units (RSUs) under the Boise Inc. Incentive and Performance Plan. These service-condition vesting RSUs vest as follows: 1/2 vested on March 15, 2013, and 1/2 vest on March 17, 2014.

5. On March 15, 2012, Ms. Lassa was awarded 15,678 restricted stock units (RSUs) under the Boise Inc. Incentive and Performance Plan. These service-condition vesting RSUs vest as follows: 1/3 vested on March 15, 2013, 1/3 vest on March 17, 2014, and 1/3 vest on March 16, 2015.

6. Ms. Lassa was elected executive vice president and chief operating officer of the company, effective January 1, 2013. In connection with her election, on December 17, 2012, Ms. Lassa was awarded a special long-term equity award under the Boise Inc. Incentive and Performance Plan of 25,641 restricted stock units (RSUs). These service-condition vesting RSUs vest on March 16, 2015, subject to the restricted stock unit award agreement.

7. On March 15, 2013, Ms. Lassa was awarded 26,832 restricted stock units (RSUs) under the Boise Inc. Incentive and Performance Plan. These service-condition vesting RSUs vest as follows: 1/3 vest on March 17, 2014, 1/3 vest on March 16, 2015, and 1/3 vest on March 15, 2016.

8. On March 15, 2011, Ms. Lassa was awarded 21,472 employee stock options under the Boise Inc. Incentive and Performance Plan. These options vest and become exercisable as follows: 1/2 vested and became exercisable on March 15, 2013, and 1/2 vest and become exercisable on March 17, 2014. 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.

9. On March 15, 2012, Ms. Lassa was awarded 31,506 employee stock options under the Boise Inc. Incentive and Performance Plan. These options vest and become exercisable as follows: 1/3 vested and became exercisable on March 15, 2013, 1/3 vest and become exercisable on March 17, 2014, and 1/3 vest and become exercisable on March 16, 2015. 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/ Judith M. Lassa	03/18/2013
	** 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).
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