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* WARREN ROBERT A (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 Vice President & COO
	3. Date of Earliest Transaction (Month/Day/Year) 02/28/2011
	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	02/28/2011		M		10,566	A	$0	39,214	D
Common Stock	02/28/2011		F		3,619(1)	D	$8.98	35,595	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
2008 Restricted Stock Units	(2)	02/28/2011		M			10,566	(1)	02/28/2011(1)	Common Stock	10,566	$0	0	D
2008 Restricted Stock Units	(2)	03/01/2011		D			28,800	(3)	02/28/2011(3)	Common Stock	28,800	$0	0	D
2008 Restricted Stock Units	(2)	03/01/2011		D			46,500	(4)	02/28/2011(4)	Common Stock	46,500	$0	0	D
2009 Restricted Stock Units	(2)							(5)	03/15/2012(5)	Common Stock	232,000		232,000	D
2010 Restricted Stock Units	(2)							11/15/2013(6)	11/15/2013(6)	Common Stock	50,000		50,000	D

Explanation of Responses:

1. On May 2, 2008, Mr. Warren was awarded 107,000 restricted stock units (RSUs) under the Boise Inc. Incentive and Performance Plan. A portion of this 2008 award was service-condition vesting (31,700 RSUs) and the remaining portion was market-condition vesting (75,300 RSUs). The first 1/3 of the service-condition vesting RSUs vested on March 2, 2009, and Mr. Warren paid the withholding tax on those shares. The second 1/3 vested on March 1, 2010, and Mr. Warren elected to have shares withheld to satisfy his tax withholding obligations. The final 1/3 vested on February 28, 2011, and Mr. Warren elected to have shares withheld to satisfy his tax withholding obligations. Pursuant to Mr. Warren's Restricted Stock Unit Award Agreement, the company paid cash for the fractional shares.

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

3. These RSUs would have vested on February 28, 2011, if at some point before that date the company's stock price had closed at or above $10.00 on 20 of any consecutive 30 trading days. We did not meet this stock price performance measure. Pursuant to Mr. Warren's Restricted Stock Unit Award Agreement, these RSUs were forfeited on March 1, 2011.

4. These RSUs would have vested on February 28, 2011, if at some point before that date the company's stock price had closed at or above $12.50 on 20 of any consecutive 30 trading days. We did not meet this stock price performance measure. Pursuant to Mr. Warren's Restricted Stock Unit Award Agreement, these RSUs were forfeited on March 1, 2011.

5. On March 16, 2009, Mr. Warren was awarded 290,000 restricted stock units (RSUs) under the Boise Inc. Incentive and Performance Plan. These service-condition vesting RSUs vest as follows: 58,000 RSUs vested on March 15, 2010; 58,000 will vest on March 15, 2011; and the remaining 174,000 will vest on March 15, 2012.

6. On November 1, 2010, Mr. Warren was awarded 50,000 restricted stock units (RSUs) upon his election as our executive vice president and chief operating officer. These service-condition vesting RSUs vest on November 15, 2013. Any of these RSUs that have not vested on or before November 15, 2013, will be forfeited.

Remarks:

	/s/ Robert A. Warren	03/02/2011
	** Signature of Reporting Person	Date
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