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: HUTCHINSON DANIEL G (EVP, Wood Products)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-25	Common Stock, par value $0.01	A	6221	—	Acquired	9735	Direct
2015-02-25	Common Stock, par value $0.01	A	2659	—	Acquired	12394	Direct
2015-02-26	Common Stock, par value $0.01	F	919	$36.17	Disposed	11475	Direct

Footnotes

F1: Represents shares underlying restricted stock unit awards issued pursuant to the registrant's 2013 Incentive Compensation Plan. Shares issued under the restricted stock units will vest and be deliverable in three equal tranches on March 1, 2016, 2017, and 2018. However, 100% of restricted stock units granted to retirement-eligible employees (age 62 or older with 15 years of service, or age 65 or older) vest on the later of March 1, 2016 or the date upon which they become retirement eligible.

F2: 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.

F3: Represents shares withheld for taxes upon the satisfaction of the time and performance vesting conditions with respect to the 2014 performance stock unit award.