FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
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
                      

1. Name and Address of Reporting Person *

COTTERELL SAMUEL K 		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)
Senior Vice President & CFO
(Last)          (First)          (Middle)

BOISE INC., 1111 WEST JEFFERSON STREET, SUITE 200 		3. Date of Earliest Transaction (MM/DD/YYYY)

2/28/2011
(Street)

BOISE, ID 83702-5388
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   2/28/2011     M    5433   A $0   27587   D  
 
Common Stock   2/28/2011     F    1861   (1) D $8.98   25726   D  
 

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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) 2/28/2011     M         5433      (1) 2/28/2011   (1) Common Stock   5433   $0   0   D  
 
2008 Restricted Stock Units     (2) 3/1/2011     D         14800      (3) 2/28/2011   (3) Common Stock   14800   $0   0   D  
 
2008 Restricted Stock Units     (2) 3/1/2011     D         23900      (4) 2/28/2011   (4) Common Stock   23900   $0   0   D  
 
2009 Restricted Stock Units     (2)                    (5) 3/15/2012   (5) Common Stock   80000     80000   D  
 
2011 Restricted Stock Units     (2)                  3/15/2012   (6) 3/15/2013   (6) Common Stock   18000     18000   D  
 

Explanation of Responses:
( 1)  On May 2, 2008, Mr. Cotterell was awarded 55,000 restricted stock units (RSUs) under the Boise Inc. Incentive and Performance Plan. A portion of this 2008 award was service-condition vesting (16,300 RSUs) and the remaining portion was market-condition vesting (38,700 RSUs). The first 1/3 of the service-condition vesting RSUs vested on March 2, 2009, and Mr. Cotterell paid the witholding tax on those shares. The second 1/3 vested on March 1, 2010, and Mr. Cotterell elected to have shares withheld to satisfy his tax withholding obligations. The final 1/3 vested on February 28, 2011, and Mr. Cotterell elected to have shares withheld to satisfy his tax withholding obligations. Pursuant to Mr. Cotterell'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. Cotterell'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. Cotterell's Restricted Stock Unit Award Agreement, these RSUs were forfeited on March 1, 2011.
( 5)  On March 16, 2009, Mr. Cotterell was awarded 100,000 restricted stock units (RSUs) under the Boise Inc. Incentive and Performance Plan. These service-condition vesting RSUs vest as follows: 20,000 RSUs vested on March 15, 2010; 20,000 will vest on March 15, 2011; and the remaining 60,000 will vest on March 15, 2012.
( 6)  On January 1, 2011, Mr. Cotterell was awarded 18,000 restricted stock units (RSUs) upon his election as our senior vice president and chief financial officer. These service-condition vesting RSUs vest as follows: 9,000 RSUs will vest on March 15, 2012, and the remaining 9,000 will vest on March 15, 2013, subject to Mr. Cotterell's Restricted Stock Unit Award Agreement.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
COTTERELL SAMUEL K
BOISE INC.
1111 WEST JEFFERSON STREET, SUITE 200
BOISE, ID 83702-5388

Senior Vice President & CFO

Signatures
/s/ Samuel K. Cotterell 3/2/2011
** 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).
Note: 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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