- Amended Statement of Changes in Beneficial Ownership (4/A)
18 Februar 2009 - 1:53AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Leight Nathan
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2. Issuer Name
and
Ticker or Trading Symbol
BOISE INC.
[
BZ
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
TERRAPIN PARTNERS, LLC, 540 MADISON AVENUE, 17TH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/8/2008
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(Street)
NEW YORK, NY 10022
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
5/12/2008
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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36100
(1)
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D
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Common Stock
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298300
(2)
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D
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Common Stock
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10000
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I
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Held by Nathan Leight IRA
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Common Stock
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240000
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I
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Held by Elizabeth Leight TTEE U/A DTD 4/13/1998 Leight Family 1998 Irrevocable Trust
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Common Stock
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9913500
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I
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Held by Terrapin Partners Venture Partnership
(3)
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Common Stock
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301500
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I
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Held by Terrapin Partners Employee Partnership
(4)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Contingent Value Rights
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(5)
(6)
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5/8/2008
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A
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517147
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2/6/2009
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2/15/2009
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Common Stock
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57461
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$.3125
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517147
(7)
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D
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Contingent Value Rights
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(5)
(6)
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5/8/2008
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A
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258573
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2/6/2009
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2/15/2009
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Common Stock
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28730
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$.3125
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258573
(7)
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I
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Held by Elizabeth Leight TTEE U/A DTD 04/13/1998 Leight Family 1998 Irrevocable Trust
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Warrants
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$7.50
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6/19/2008
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6/18/2011
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Common Stock
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1502900
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1502900
(7)
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D
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Explanation of Responses:
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(
1)
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These common stock shares reflect time-vested stock awards.
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(
2)
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This Form 4 has been amended to reflect the transfer of 240,000 shares from Nathan D. Leight and Elizabeth B. Leight JTWROS as reported on the reporting person's Form 5 filed on February 17, 2009 as well as the transfer of 48,300 shares transferred from the Nathan D. Leight Intangible Trust Ltd. 12/16/2006, which transfer was exempt pursuant to Rule 16a-13.
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(
3)
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Mr. Leight is a general partner of the Terrapin Partners Venture Partnership, and he and/or his family trusts are 45.93% owners of the Terrapin Partners Venture Partnership. (The ownership percentage reported on the Form 4 filed by Mr. Leight on May 12, 2008 was incorrectly reported as 50%.)
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(
4)
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Terrapin Partners, LLC is the general partner of the Terrapin Partners Employee Partnership, and Mr. Leight is a co-manager of Terrapin Partners, LLC.
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(
5)
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In order to receive a settlement of the Contingent Value Rights (the "CVRs"), (i) the common stock's Anniversary Price (defined as the arithmetical average of the volume weighted average trading price of the common stock as reported by Bloomberg Professional Service for the period beginning 9:30 a.m., New York City time and ending at 4:00 p.m., New York City time for the 30 trading days prior to February 5, 2009) must be less than $10.50 and (ii) the holder must give written notice between February 6, 2009 and February 15, 2009 to Terrapin Partners Venture Partnership and Boise Cascade, L.L.C. (together, the "Grantors"), requesting payment of the CVRs. (Continued in Footnote 6 below)
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(
6)
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Subject to certain adjustments set forth in the Contingent Value Rights Agreement, included as Exhibit 99.2 to the issuer's Schedule 14A filed with the Securities and Exchange Commission on February 1, 2008, the Grantors will pay or transfer to holder an amount per CVR by which the Anniversary Price is less than $10.50, up to a maximum of $1.00. For purposes of determining the number of common stock shares that may be transferred to Mr. Leight upon settlement of the CVRs, the value of each common stock share will equal the higher of the Anniversary Price or $9.00.
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(
7)
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The total number of derivative securities held by Mr. Leight and/or his family trusts is 2,278,620, which amount includes the following: (a) 1,500,000 warrants purchased on June 19, 2007 and held directly; (b) 2,900 warrants purchased on November 13, 2007 and held directly; (c) 258,573 CVRs purchased on May 8, 2008 and held indirectly by the Elizabeth Leight TTEE U/A DTD 04/13/1998 Leight Family 1998 Irrevocable Trust; and (d) 517,147 CVRs purchased on May 8, 2008 and held directly. This Form 4 has been amended to correct the inadvertent omission of such 2,900 warrants in the total warrants and derivative securities indicated and the name of the family trust that acquired the CVRs.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Leight Nathan
TERRAPIN PARTNERS, LLC
540 MADISON AVENUE, 17TH FLOOR
NEW YORK, NY 10022
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X
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X
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Signatures
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/s/ Karen Gowland, Attorney-in-Fact for Nathan D. Leight
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2/17/2009
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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