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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X
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*
FOREST PRODUCTS HOLDINGS, L.L.C.

(Last) (First) (Middle)
C/O MADISON DEARBORN PARTNERS, L.L.C.
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)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/03/2014
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 03/03/2014 J(1)(2) 7,785,938 D $0 0 I See Footnotes(1)(2)
Common stock, par value $0.01 03/03/2014 J(1)(2)(3) V 5,468 A $0 5,468 I By Madison Dearborn Partners, L.L.C. See Footnotes(3)(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
1. Name and Address of Reporting Person*
FOREST PRODUCTS HOLDINGS, L.L.C.

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

(Street)
CHICAGO IL 60602

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
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, L.L.C.
70 W. MADISON STREET, SUITE 4600

(Street)
CHICAGO IL 60602

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
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, L.L.C.
70 W. MADISON STREET, SUITE 4600

(Street)
CHICAGO IL 60602

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
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, L.L.C.
70 W. MADISON STREET, SUITE 4600

(Street)
CHICAGO IL 60602

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. On March 3, 2014, Boise Cascade Holdings, L.L.C. ("BC Holdings") made a pro rata distribution of 7,785,938 shares of Boise Cascade Company's common stock, par value $0.01 per share (collectively, the "Shares"), to its members for no consideration. Forest Products Holdings, L.L.C. ("FPH"), BC Holdings' controlling equityholder, then made a pro rata distribution for no consideration of 6,228,265 Shares to its members, including its controlling equity holder Madison Dearborn Capital Partners IV, L.P. ("MDCP IV"). MDCP IV then made a pro rata distribution for no consideration of the Shares it received from FPH to Madison Dearborn Partners IV, L.P., its general partner ("MDP IV"), and to its limited partners. Finally, MDP IV made a pro rata distribution for no consideration of the Shares it received from MDCP IV to its partners on the same date (the "MDP IV Distribution").
2. Prior to giving effect to the distributions described in Note 1 above, BC Holdings was the record holder of the Shares. The reporting persons previously reported the Shares as indirectly owned through BC Holdings.
3. In the MDP IV Distribution, Madison Dearborn Partners, L.L.C., MDP IV's general partner ("MDP LLC"), received 5,468 Shares. The acquisition of such Shares by MDP LLC was exempt under Rule 16a-9 and Rule 16a-13.
4. Each of the reporting persons (other than MDP LLC) hereby disclaims beneficial ownership of any shares of the issuer's common stock held by MDP LLC, except to the extent of its pecuniary interest therein, and the inclusion of such shares in this report should not be deemed an admission that it is the beneficial owner of such shares for purposes of Section 16 or for any other purpose.
Forest Products Holdings, L.L.C., by /s/ Mark B. Tresnowski, Attorney-in-Fact 03/05/2014
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/ Mark B. Tresnowski, Managing Director 03/05/2014
Madison Dearborn Partners IV, L.P., by Madison Dearborn Partners, LLC, its General Partner, by /s/ Mark B. Tresnowski, Managing Director 03/05/2014
Madison Dearborn Partners, LLC, by /s/ Mark B. Tresnowski, Managing Director 03/05/2014
** 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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