ODP Corp — Director's Dealing 2012

Sep 17, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OFFICE DEPOT INC (ODP)
CIK: 0000800240
Period of Report: 2012-09-12

Reporting Person: Starboard Value LP (10% Owner)
Reporting Person: Starboard Value GP LLC (10% Owner)
Reporting Person: STARBOARD VALUE & OPPORTUNITY S LLC (10% Owner)
Reporting Person: Starboard Principal Co LP (10% Owner)
Reporting Person: Starboard Principal Co GP LLC (10% Owner)
Reporting Person: Smith Jeffrey C (10% Owner)
Reporting Person: MITCHELL MARK R (10% Owner)
Reporting Person: Feld Peter A (10% Owner)
Reporting Person: STARBOARD VALUE & OPPORTUNITY MASTER FUND LTD (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-09-12	Common Stock	P	197504	$2.1626	Acquired	11422141	Indirect
2012-09-12	Common Stock	P	43890	$2.1626	Acquired	2542938	Indirect
2012-09-12	Common Stock	P	1221603	$2.1626	Acquired	18586818	Indirect
2012-09-12	Common Stock	P	226193	$2.2463	Acquired	11648334	Indirect
2012-09-12	Common Stock	P	50265	$2.2463	Acquired	2593203	Indirect
2012-09-12	Common Stock	P	1399045	$2.2463	Acquired	19985863	Indirect
2012-09-13	Common Stock	P	253639	$2.2681	Acquired	11901973	Indirect
2012-09-13	Common Stock	P	56364	$2.2681	Acquired	2649567	Indirect
2012-09-13	Common Stock	P	1568807	$2.2681	Acquired	21554670	Indirect
2012-09-14	Common Stock	P	47206	$2.4392	Acquired	11949179	Indirect
2012-09-14	Common Stock	P	168750	$2.4480	Acquired	12117929	Indirect
2012-09-14	Common Stock	P	40500	$2.4500	Acquired	12158429	Indirect
2012-09-14	Common Stock	P	10490	$2.4392	Acquired	2660057	Indirect
2012-09-14	Common Stock	P	37500	$2.4480	Acquired	2697557	Indirect
2012-09-14	Common Stock	P	9000	$2.4500	Acquired	2706557	Indirect
2012-09-14	Common Stock	P	291975	$2.4392	Acquired	21846645	Indirect
2012-09-14	Common Stock	P	1043750	$2.4480	Acquired	22890395	Indirect
2012-09-14	Common Stock	P	250500	$2.4500	Acquired	23140895	Indirect

Footnotes

F1: This Form 4 is filed jointly by Starboard Value and Opportunity Master Fund Ltd ("Starboard V&O Fund"), Starboard Value and Opportunity S LLC ("Starboard LLC"), Starboard Value LP ("Starboard Value LP"), Starboard Value GP LLC ("Starboard Value GP"), Starboard Principal Co LP ("Principal Co"), Starboard Principal Co GP LLC ("Principal GP"), Jeffrey C. Smith, Mark Mitchell and Peter A. Feld (collectively, the "Reporting Persons"). Each Reporting Person is a member of a reporting group that owns in the aggregate more than 10% of the Issuer's outstanding shares of Common Stock. As such, each Reporting Person may be deemed to beneficially own more than 10% of the Issuer's outstanding shares of Common Stock.

F2: Each Reporting Person disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such shares of Common Stock for purposes of Section 16 or for any other purpose.

F3: Shares of Common Stock beneficially owned by Starboard V&O Fund. Starboard Value LP, as the investment manager of Starboard V&O Fund, may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by Starboard V&O Fund. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co and Messrs. Smith, Mitchell and Feld as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by Starboard V&O Fund.

F4: Shares of Common Stock beneficially owned by Starboard LLC. Starboard Value LP, as the manager of Starboard LLC, may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by Starboard LLC. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co and Messrs. Smith, Mitchell and Feld as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by Starboard LLC.

F5: Shares held in accounts managed by Starboard Value LP. Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co and Messrs. Smith, Mitchell and Feld as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by Starboard Value LP.