- Statement of Changes in Beneficial Ownership (4)
19 März 2012 - 5:49PM
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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OMB APPROVAL
OMB Number:
3235-0287
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November 30, 2011
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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
*
COTTERELL SAMUEL K
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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)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Senior Vice President & CFO
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(Last)
(First)
(Middle)
BOISE INC., 1111 WEST JEFFERSON STREET, SUITE 200
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/15/2012
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(Street)
BOISE, ID 83702-5388
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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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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3/15/2012
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M
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60000
(1)
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A
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$
0
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98876
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D
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Common Stock
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3/15/2012
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M
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9000
(2)
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A
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$
0
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107876
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D
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Common Stock
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3/15/2012
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M
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3984
(3)
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A
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$
0
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111860
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D
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Common Stock
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3/15/2012
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F
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24998
(1)
(2)
(3)
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D
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$8.24
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86862
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D
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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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2009 Restricted Stock Units
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(4)
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3/15/2012
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M
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60000
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3/15/2010
(1)
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3/15/2012
(1)
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Common Stock
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60000
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$
0
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0
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D
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2011 Restricted Stock Units
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(4)
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3/15/2012
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M
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9000
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3/15/2012
(2)
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3/15/2013
(2)
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Common Stock
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9000
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$
0
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9000
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D
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2011 Restricted Stock Units
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(4)
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3/15/2012
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M
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3984
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3/15/2012
(3)
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3/15/2012
(3)
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Common Stock
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3984
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$
0
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0
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D
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2011 Restricted Stock Units
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(4)
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3/15/2013
(5)
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3/17/2014
(5)
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Common Stock
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14724
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14724
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D
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2012 Restricted Stock Units
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(4)
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3/15/2012
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A
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21867
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3/15/2013
(6)
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3/16/2015
(6)
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Common Stock
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21867
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$
0
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21867
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D
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2011 Stock Options
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$8.55
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3/15/2013
(7)
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(7)
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Common Stock
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29006
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29006
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D
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2012 Stock Options
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$8.24
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3/15/2012
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A
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43944
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3/15/2013
(7)
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(7)
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Common Stock
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43944
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$
0
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43944
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D
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Explanation of Responses:
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(
1)
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On March 16, 2009, Mr. Cotterell was awarded 100,000 restricted stock units (RSUs) under the Boise Inc. Incentive and Performance Plan. The final 60% portion of this award, 60,000 RSUs, vested on March 15, 2012. Mr. Cotterell elected to have shares withheld to satisfy his tax withholding obligations on these vested shares.
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(
2)
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On January 1, 2011, Mr. Cotterell was awarded 18,000 restricted stock units (RSUs) under the Boise Inc. Incentive and Performance Plan upon his election as our senior vice president and chief financial officer. One half (1/2) of this award, 9,000 RSUs, vested on March 15, 2012. Mr. Cotterell elected to have shares withheld to satisfy his tax withholding obligations on these vested shares.
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(
3)
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On March 15, 2011, Mr. Cotterell was awarded 3,984 restricted stock units (RSUs) under the Boise Inc. Incentive and Performance Plan, all of which vested on March 15, 2012. Mr. Cotterell elected to have shares withheld to satisfy his tax withholding obligations on these vested shares.
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(
4)
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Each restricted stock unit represents a contingent right to receive one share of Boise Inc. common stock.
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(
5)
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On March 15, 2011, Mr. Cotterell was awarded 14,724 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.
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(
6)
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On March 15, 2012, Mr. Cotterell was awarded 21,867 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.
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(
7)
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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.
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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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COTTERELL SAMUEL K
BOISE INC.
1111 WEST JEFFERSON STREET, SUITE 200
BOISE, ID 83702-5388
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Senior Vice President & CFO
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Signatures
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/s/ Samuel K. Cotterell
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3/19/2012
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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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