BOISE CASCADE Co — Director's Dealing 2013

Jul 31, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOISE CASCADE Co (BCC)
CIK: 0001328581
Period of Report: 2013-07-30

Reporting Person: MENCOFF SAMUEL M (Director, 10% Owner)
Reporting Person: SOULELES THOMAS S (Director, 10% Owner)
Reporting Person: MADISON DEARBORN PARTNERS LLC (Director, 10% Owner)
Reporting Person: MADISON DEARBORN PARTNERS IV LP (Director, 10% Owner)
Reporting Person: MADISON DEARBORN CAPITAL PARTNERS IV LP (Director, 10% Owner)
Reporting Person: FINNEGAN PAUL J (Director, 10% Owner)
Reporting Person: FOREST PRODUCTS HOLDINGS, L.L.C. (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-07-30	Common Stock, par value $0.01 per share	S	10000000	$25.8795	Disposed	19700000	Direct
2013-07-30	Common Stock, par value $0.01 per share	D	3864062	$25.8795	Disposed	15835938	Direct

Footnotes

F1: Represent shares of Boise Cascade Company common stock ("Common Stock") sold in an underwritten secondary offering.

F2: Boise Cascade Holdings, L.L.C. ("BC Holdings") is the record owner of the shares of Common Stock set forth herein. Forest Products Holdings, L.L.C. ("FPH") holds a majority of the voting common units of BC Holdings and has the right to appoint a majority of the members of the board of directors of BC Holdings. Madison Dearborn Capital Partners IV, L.P. (''MDCP IV'') is the controlling equityholder of FPH. Madison Dearborn Partners IV, L.P. (''MDP IV'') is the general partner of MDCP IV. Madison Dearborn Partners, LLC (''MDP'') is the general partner of MDP IV. Paul J. Finnegan and Samuel M. Mencoff are the sole members of a limited partner committee of MDP IV that has the power to vote or dispose of the equity units held by MDCP IV and are investors in MDP IV. Thomas S. Souleles is a managing director of MDP. Each of Messrs. Finnegan, Mencoff and Souleles are also investors in MDP IV and/or MDCP IV.

F3: Each of FPH, MDCP IV, MDP IV, MDP and Messrs. Finnegan, Mencoff and Souleles may be deemed to have an indirect pecuniary interest in the shares of common stock held of record by BC Holdings. Each of the foregoing persons expressly disclaims beneficial ownership of the reported securities, except to the extent of such person's respective pecuniary interest therein.

F4: Represent shares of Common Stock repurchased by Boise Cascade Company from BC Holdings in a stock repurchase.