ODP Corp — Director's Dealing 2012

Oct 11, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OFFICE DEPOT INC (ODP)
CIK: 0000800240
Period of Report: 2012-10-09

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
2012-10-09	Common Stock	P	16470	$2.3	Acquired	12174899	Indirect
2012-10-09	Common Stock	P	3660	$2.3	Acquired	2710217	Indirect
2012-10-09	Common Stock	P	101870	$2.3	Acquired	23242765	Indirect
2012-10-09	Common Stock	P	77376	$2.3218	Acquired	12252275	Indirect
2012-10-09	Common Stock	P	17195	$2.3218	Acquired	2727412	Indirect
2012-10-09	Common Stock	P	478587	$2.3218	Acquired	23721352	Indirect
2012-10-09	Common Stock	P	7871	$2.3246	Acquired	12260146	Indirect
2012-10-09	Common Stock	P	1749	$2.3246	Acquired	2729161	Indirect
2012-10-09	Common Stock	P	48680	$2.3246	Acquired	23770032	Indirect
2012-10-10	Common Stock	P	57375	$2.2871	Acquired	12317521	Indirect
2012-10-10	Common Stock	P	12750	$2.2871	Acquired	2741911	Indirect
2012-10-10	Common Stock	P	354875	$2.2871	Acquired	24124907	Indirect
2012-10-10	Common Stock	P	139961	$2.2709	Acquired	12457482	Indirect
2012-10-10	Common Stock	P	31103	$2.2709	Acquired	2773014	Indirect
2012-10-10	Common Stock	P	865688	$2.2709	Acquired	24990595	Indirect
2012-10-10	Common Stock	P	121033	$2.2806	Acquired	12578515	Indirect
2012-10-10	Common Stock	P	26896	$2.2806	Acquired	2799910	Indirect
2012-10-10	Common Stock	P	748613	$2.2806	Acquired	25739208	Indirect
2012-10-10	Common Stock	P	20250	$2.2508	Acquired	12598765	Indirect
2012-10-10	Common Stock	P	4500	$2.2508	Acquired	2804410	Indirect
2012-10-10	Common Stock	P	125250	$2.2508	Acquired	25864458	Indirect
2012-10-11	Common Stock	P	111101	$2.3048	Acquired	12709866	Indirect
2012-10-11	Common Stock	P	24689	$2.3048	Acquired	2829099	Indirect
2012-10-11	Common Stock	P	687177	$2.3048	Acquired	26551635	Indirect
2012-10-11	Common Stock	P	1269	$2.3639	Acquired	12711135	Indirect
2012-10-11	Common Stock	P	282	$2.3639	Acquired	2829381	Indirect
2012-10-11	Common Stock	P	7849	$2.3639	Acquired	26559484	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.