BOISE CASCADE Co — Director's Dealing 2013

Feb 6, 2013

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: BOISE CASCADE Co (BCC)
CIK: 0001328581
Period of Report: 2013-02-05

Reporting Person: MENCOFF SAMUEL M (Director, 10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.01	29700000	Indirect

Footnotes

F1: Boise Cascade Holdings, L.L.C. ("BC Holdings") is the record owner of the 29,700,000 shares 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.

F2: 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. Mr. Mencoff may be deemed to share beneficial ownership of the shares of Boise Cascade Company's common stock held of record by BC Holdings and has an indirect pecuniary interest in such shares through his investment in MDP IV. Mr. Mencoff expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F3: The record and other beneficial owners of the reported securities have separately filed Form 3's.