ODP Corp — Director's Dealing 2014

Feb 21, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OFFICE DEPOT INC (ODP)
CIK: 0000800240
Period of Report: 2014-02-19

Reporting Person: Allison Michael R (EVP, Chief People Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-19	Common Stock	A	60800.0000	$0.0000	Acquired	309943.0000	Direct
2014-02-19	Common Stock	A	5544.0000	$5.1100	Disposed	304399.0000	Direct

Footnotes

F1: These shares of the Issuer's common stock were granted by the Issuer to the Reporting Person as settlement of certain performance shares that were awarded for the performance period of fiscal year 2013 (the "2013 Period"). Each performance share converts into one share of the Issuer's common stock and the vesting of such performance shares are contingent upon the Issuer meeting certain performance objectives over the 2013 Period. On February 19, 2014, the Issuer's Compensation Committee of its Board of Directors determined that the Issuer achieved 32% of its targeted performance goals for the 2013 Period and thus awarded the Reported Person 60,800 shares of its common stock, representing 32% of the targeted amount. One-third of these performance shares vests on the first anniversary of the award date, with the remaining two-thirds of the shares vesting on the second and third anniversaries of the award date.

F2: Shares of common stock withheld by Issuer to satisfy tax withholding obligations on vesting of shares underlying the payout of performance stock units.