BOISE CASCADE Co — Director's Dealing 2015

Feb 27, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOISE CASCADE Co (BCC)
CIK: 0001328581
Period of Report: 2015-02-25

Reporting Person: CARLILE THOMAS E (Director, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-25	Common Stock, par value $0.01	A	19146	—	Acquired	55393	Direct
2015-02-26	Common Stock, par value $0.01	F	9449	$36.17	Disposed	45944	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-25	Restricted Stock Units	$	A	2903	Acquired		Common Stock, par value $0.01 (2903.0)	Direct

Footnotes

F1: Represents shares underlying performance stock unit awards issued pursuant to the registrant's 2013 Incentive Compensation Plan. The number of shares issued under the performance stock units was determined based upon 2014 EBITDA, defined as income before interest (interest expense and interest income), income taxes, and depreciation and amortization.

F2: Represents shares withheld for taxes upon the satisfaction of the time and performance vesting conditions with respect to the 2014 performance stock unit award.

F3: Each restricted stock unit represents a contingent right to receive one share of Boise Cascade Company common stock.

F4: The restricted stock units vest on February 25, 2016. Vested shares will be delivered to the reporting person 6 months and 1 day following the reporting person's termination as a director of Boise Cascade Company (or other employment with the company).