ODP Corp — Director's Dealing 2013

Sep 13, 2013

SEC Form 4/A — Form 4/A

Issuer: OFFICE DEPOT INC (ODP)
CIK: 0000800240
Period of Report: 2013-09-09

Reporting Person: MASSEY MICHAEL J (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-09-09	Restricted Stock Unit	$	A	3241.0000	Acquired		Common Stock (3241.0000)	Direct

Footnotes

F1: Each restricted stock unit (an "RSU") represents a contingent right to receive one share of common stock. On September 11, 2013, a Form 4 reporting a grant of 3,241 shares of common stock was erroneously reported, as the reporting person has elected to take all equity grants of the Issuer in the form of RSUs. The common stock underlying such RSUs will be distributed to the reporting person after his services on the Board ends (see Footnote (2) below). On September 9, 2013, the Issuer's Board appointed the reporting person as the Chair of the Compensation Committee. As such, this grant was awarded to the reporting person as compensation for this service.

F2: Vested shares will be distributed to the reporting person 6 months after the effective date of resignation from the Board of Directors. As of the grant date, 25% of the RSUs vest immediately; and 75% of the RSUs will vest in full, if applicable, upon the earlier of: (1) the closing date of Issuer's merger with OfficeMax if the Reporting Person is appointed to the board after the merger (the "NewCo Board"), (2) the termination of Issuer's merger agreement with OfficeMax, or (3) the date of the 2014 Annual Shareholder Meeting for Office Depot. If the merger with OfficeMax closes and the Reporting Person is not appointed to NewCo's Board, then the Reporting Person will immediately forfeit this portion of the equity award.