Edgar Filing: Weiss Jason

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Weiss Jason

2. Issuer Name and Ticker or Trading Symbol
BOISE INC. [BZ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

TERRAPIN PARTNERS, LLC, 540 MADISON AVENUE, 17TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2009

(Street)

NEW YORK, NY 10022

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock ⁽¹⁾								36,100	D
Common Stock								625,000	I	Held by the Weiss Family Trust ⁽³⁾
Common Stock								9,913,500	I	Held by Terrapin Partners Venture Partnership ⁽⁴⁾
Common Stock								301,500	I	Held by Terrapin Partners Employee Partnership ⁽⁵⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Contingent Value Rights

⁽⁶⁾ ⁽⁷⁾

02/12/2009

193,930

02/06/2009

02/15/2009

Common Stock

21,548

⁽⁸⁾

193,930

Held by the Jason G. Weiss Revocable Trust ⁽²⁾

Contingent Value Rights

⁽⁶⁾ ⁽⁷⁾

02/12/2009

193,930

02/06/2009

02/15/2009

Common Stock

21,548

⁽⁹⁾

Held by the Jason G. Weiss Revocable Trust ⁽²⁾

Contingent Value Rights

⁽⁶⁾ ⁽⁷⁾

02/12/2009

193,930

02/06/2009

02/15/2009

Common Stock

21,548

⁽⁸⁾

193,930

Held by the JGW Trust

Contingent Value Rights

⁽⁶⁾ ⁽⁷⁾

02/12/2009

193,930

02/06/2009

02/15/2009

Common Stock

21,548

⁽⁹⁾

Held by the JGW Trust

Warrants

$ 7.5

06/19/2008

06/18/2011

Common Stock

1,500,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Weiss Jason TERRAPIN PARTNERS, LLC 540 MADISON AVENUE, 17TH FLOOR NEW YORK, NY 10022	X	X

Signatures

/s/ Jason G. Weiss		02/17/2009
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	These common stock shares reflect time-vested stock awards.
(2)	Mr. Weiss serves as the trustee of the Jason G. Weiss Revocable Trust.
(3)	Mr. Murray Strung serves as the trustee of the Weiss Family Trust.
(4)	Mr. Weiss is a general partner of the Terrapin Partners Venture Partnership, and he and/or his family trusts are 50% owners of the Terrapin Partners Venture Partnership.
(5)	Terrapin Partners, LLC is the general partner of the Terrapin Partners Employee Partnership, and Mr. Weiss is a co-manager of Terrapin Partners, LLC.
(6)	In order to receive a settlement of the Contingent Value Rights (the "CVRs"), (i) the common stock's Anniversary Price (defined as the arithmetical average of the volume weighted average trading price of the common stock as reported by Bloomberg Professional Service for the period beginning 9:30 a.m., New York City time and ending at 4:00 p.m., New York City time for the 30 trading days prior to February 5, 2009) must be less than $10.50 and (ii) the holder must give written notice between February 6, 2009 and February 15, 2009 to Terrapin Partners Venture Partnership and Boise Cascade, L.L.C. (together, the "Grantors"), requesting payment of the CVRs. (Continued in Footnote 7 below)
(7)	Subject to certain adjustments set forth in the Contingent Value Rights Agreement included as Exhibit 99.2 to the issuer's Schedule 14A filed with the Securities and Exchange Commission on February 1, 2008, the Grantors will pay or transfer to holder an amount per CVR by which the Anniversary Price is less than $10.50, up to a maximum of $1.00. For purposes of determining the number of common stock shares that may be transferred to Mr. Weiss upon settlement of the CVRs, the value of each common stock share will equal the higher of the Anniversary Price or $9.00.
(8)	These CVRs were surrendered to Terrapin Partners Venture Partnership for no value.
(9)	These CVRs were surrendered to Boise Cascade, L.L.C. in exchange for Boise Cascade, L.L.C. settling an equal number of CVRs held by third parties.

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