WARREN ROBERT A 4

4 · BOISE INC. · Filed Mar 19, 2012

Insider Transaction Report

Form 4

Period: 2012-03-15

BOISE INC.BZ

WARREN ROBERT A

Executive Vice President & COO

Transactions

Exercise/Conversion
Common Stock
[F1]
2012-03-15+174,000→ 229,730 total
Exercise/Conversion
Common Stock
[F2]
2012-03-15+13,662→ 243,392 total
Tax Payment
Common Stock
[F1][F2]
2012-03-15$8.24/sh−75,180$619,483→ 168,212 total
Exercise/Conversion
2009 Restricted Stock Units
[F3][F1]
2012-03-15−174,000→ 0 total
From: 2010-03-15Exp: 2012-03-15→ Common Stock (174,000 underlying)
Exercise/Conversion
2011 Restricted Stock Units
[F3][F2]
2012-03-15−13,662→ 0 total
From: 2012-03-15Exp: 2012-03-15→ Common Stock (13,662 underlying)
Award
2012 Restricted Stock Units
[F3][F6]
2012-03-15+30,120→ 30,120 total
From: 2013-03-15Exp: 2015-03-16→ Common Stock (30,120 underlying)
Award
2012 Stock Options
[F7]
2012-03-15+60,525→ 60,525 total
Exercise: $8.24From: 2013-03-15→ Common Stock (60,525 underlying)

Holdings

2010 Restricted Stock Units
[F3][F4]
From: 2013-11-15Exp: 2013-11-15→ Common Stock (50,000 underlying)
50,000
2011 Restricted Stock Units
[F3][F5]
From: 2013-03-15Exp: 2014-03-17→ Common Stock (21,034 underlying)
21,034
2011 Stock Options
[F7]
Exercise: $8.55From: 2013-03-15→ Common Stock (41,438 underlying)
41,438

Footnotes (7)

[F1]On March 16, 2009, Mr. Warren was awarded 290,000 restricted stock units (RSUs) under the Boise Inc. Incentive and Performance Plan. The final 60% portion of this award, 174,000 RSUs, vested on March 15, 2012. Mr. Warren elected to have shares withheld to satisfy his tax withholding obligations on these vested shares.
[F2]On March 15, 2011, Mr. Warren was awarded 13,662 restricted stock units (RSUs) under the Boise Inc. Incentive and Performance Plan, all of which vested on March 15, 2012. Mr. Warren elected to have shares withheld to satisfy his tax withholding obligations on these vested shares.
[F3]Each restricted stock unit represents a contingent right to receive one share of Boise Inc. common stock.
[F4]On November 1, 2010, Mr. Warren was awarded 50,000 restricted stock units (RSUs) under the Boise Inc. Incentive and Performance Plan upon his election as our executive vice president and chief operating officer. These service-condition vesting RSUs will vest on November 15, 2013.
[F5]On March 15, 2011, Mr. Warren was awarded 21,034 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.
[F6]On March 15, 2012, Mr. Warren was awarded 30,120 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.
[F7]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.

Signature

/s/ Robert A. Warren|2012-03-19

Documents

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