ODP Corp — Director's Dealing 2013

Jul 12, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OFFICE DEPOT INC (ODP)
CIK: 0000800240
Period of Report: 2013-07-11

Reporting Person: BC European Capital VIII-26 (Mbr 13d grp owning mre thn 10%)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-07-11	Series A Preferred Stock	$5	J	373.50	Disposed		Common Stock (86817.09)	Direct
2013-07-11	Series A Preferred Stock	$5	J	137298.00	Disposed		Common Stock (31913821.72)	Indirect
2013-07-11	Series B Preferred Stock	$5	J	102.50	Disposed		Common Stock (23825.31)	Direct
2013-07-11	Series B Preferred Stock	$5	J	37702.00	Disposed		Common Stock (8763528.28)	Indirect

Footnotes

F1: Each share of Preferred Stock is convertible into that amount of shares of Common Stock equal to (i) the quotient of (x) the outstanding liquidation preference of such share of Preferred Stock plus all accrued and unpaid dividends not previously added to the liquidation preference of such share of Preferred Stock and (y) 1000 multiplied by (ii) 200. As of the Redemption Date, each share of Preferred Stock was convertible into 232.442 shares of Common Stock, which represents a conversion price of $5.00. The conversion rate is subject to change.

F2: The Issuer redeemed the shares of Preferred Stock set forth in column 5 on the Redemption Date.

F3: Not applicable.

F4: Each share of Preferred Stock was redeemed for $1,235.17.

F5: Each of the Reporting Persons may be deemed to have shared voting and investment power with respect to the Common Stock issuable upon the conversion of the Series A Preferred Stock or Series B Preferred Stock owned by each of the Investors. As such, based upon the conversion rate as of the Redemption Date, each of the Reporting Persons may be deemed to have shared beneficial ownership of 40,677,350 shares of the Issuer's Common Stock issuable upon the conversion of 137,298 shares of the Series A Preferred Stock and 37,702 shares of the Series B Preferred Stock held by the Investors. Each Reporting Person, however, disclaims beneficial ownership with respect to the shares owned of record by each of the Investors.