ODP Corp — Director's Dealing 2014

Mar 11, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OFFICE DEPOT INC (ODP)
CIK: 0000800240
Period of Report: 2014-03-07

Reporting Person: Smith Jeffrey C (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-07	Common Stock	P	2518	$4.5793	Acquired	1352518	Indirect
2014-03-07	Common Stock	P	3702	$4.5699	Acquired	1356220	Indirect
2014-03-07	Common Stock	P	850	$4.5903	Acquired	1357070	Indirect
2014-03-07	Common Stock	P	5008	$4.5963	Acquired	1362078	Indirect
2014-03-07	Common Stock	P	19478	$4.5793	Acquired	12730613	Indirect
2014-03-07	Common Stock	P	28644	$4.5699	Acquired	12759257	Indirect
2014-03-07	Common Stock	P	6573	$4.5903	Acquired	12765830	Indirect
2014-03-07	Common Stock	P	38749	$4.5963	Acquired	12804579	Indirect
2014-03-07	Common Stock	P	4538	$4.5793	Acquired	2833919	Indirect
2014-03-07	Common Stock	P	6674	$4.5699	Acquired	2840593	Indirect
2014-03-07	Common Stock	P	1532	$4.5903	Acquired	2842125	Indirect
2014-03-07	Common Stock	P	9028	$4.5963	Acquired	2851153	Indirect
2014-03-07	Common Stock	P	109466	$4.5793	Acquired	26668950	Indirect
2014-03-07	Common Stock	P	160980	$4.5699	Acquired	26829930	Indirect
2014-03-07	Common Stock	P	36945	$4.5903	Acquired	26866875	Indirect
2014-03-07	Common Stock	P	217771	$4.5963	Acquired	27084646	Indirect
2014-03-10	Common Stock	P	5405	$4.6	Acquired	1367483	Indirect
2014-03-10	Common Stock	P	8020	$4.5992	Acquired	1375503	Indirect
2014-03-10	Common Stock	P	14526	$4.5996	Acquired	1390029	Indirect
2014-03-10	Common Stock	P	41820	$4.6	Acquired	12846399	Indirect
2014-03-10	Common Stock	P	62051	$4.5992	Acquired	12908450	Indirect
2014-03-10	Common Stock	P	112384	$4.5996	Acquired	13020834	Indirect
2014-03-10	Common Stock	P	9744	$4.6	Acquired	2860897	Indirect
2014-03-10	Common Stock	P	14457	$4.5992	Acquired	2875354	Indirect
2014-03-10	Common Stock	P	26185	$4.5996	Acquired	2901539	Indirect
2014-03-10	Common Stock	P	235031	$4.6	Acquired	27319677	Indirect
2014-03-10	Common Stock	P	348729	$4.5992	Acquired	27668406	Indirect
2014-03-10	Common Stock	P	631605	$4.5996	Acquired	28300011	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	21084	Direct

Footnotes

F1: Shares owned directly by Starboard Value and Opportunity C LP ("Starboard C LP"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP LLC ("Starboard Value GP"), the general partner of the investment manager of Starboard C LP, and as a member and member of the Management Committee of Starboard Principal Co GP LLC ("Principal GP"), the general partner of the member of Starboard Value GP, may be deemed to beneficially own the shares owned directly by Starboard C LP for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F2: Shares owned directly by Starboard Value and Opportunity Master Fund Ltd ("Starboard V&O Fund"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the investment manager of Starboard V&O Fund, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the shares owned directly by Starboard V&O Fund for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F3: Shares owned directly by Starboard Value and Opportunity S LLC ("Starboard S LLC"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the manager of Starboard S LLC, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the shares owned directly by Starboard S LLC for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F4: Shares held in certain accounts managed by Starboard Value LP (the "Managed Accounts"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of Starboard Value LP, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the shares held in the Managed Accounts for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F5: Represents the number of shares of the Issuer's Common Stock issued to the Reporting Person as compensation for service on the Issuer's Board of Directors, of which 25% vested immediately on the grant date and 75% vested in full upon the closing of the Issuer's merger with OfficeMax Incorporated.