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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Contingent Value Rights | (4) (5) | 02/12/2009 | J | 258,574 | 02/06/2009 | 02/15/2009 | Common Stock | 28,731 | (6) | 258,573 | D | ||||
| Contingent Value Rights | (4) (5) | 02/12/2009 | H | 258,573 | 02/06/2009 | 02/15/2009 | Common Stock | 28,730 | (7) | 0 (8) | D | ||||
| Contingent Value Rights | (4) (5) | 02/12/2009 | J | 129,286 | 02/06/2009 | 02/15/2009 | Common Stock | 14,365 | (6) | 129,287 | I | Held by Elizabeth Leight TTEE U/A DTD 04/13/1998 Leight Family 1998 Irrevocable Trust | |||
| Contingent Value Rights | (4) (5) | 02/12/2009 | H | 129,287 | 02/06/2009 | 02/15/2009 | Common Stock | 14,365 | (7) | 0 (8) | I | Held by Elizabeth Leight TTEE U/A DTD 04/13/1998 Leight Family 1998 Irrevocable Trust | |||
| Warrants | $ 7.5 | 06/19/2008 | 06/18/2011 | Common Stock | 1,502,900 | 1,502,900 (8) | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Leight Nathan TERRAPIN PARTNERS, LLC 540 MADISON AVENUE, 17TH FLOOR NEW YORK, NY 10022 |
X | X | ||
| /s/ Karen Gowland, Attorney-in-Fact for Nathan D. Leight | 02/17/2009 | |
| **Signature of Reporting Person | Date |
| * | 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. Leight is a general partner of the Terrapin Partners Venture Partnership, and he and/or his family trusts are 45.93% owners of the Terrapin Partners Venture Partnership. (The ownership percentage reported on the Form 4 filed by Mr. Leight on May 12, 2008 was incorrectly reported as 50%.) |
| (3) | Terrapin Partners, LLC is the general partner of the Terrapin Partners Employee Partnership, and Mr. Leight is a co-manager of Terrapin Partners, LLC. |
| (4) | 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 5 below) |
| (5) | 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. Leight upon settlement of the CVRs, the value of each common stock share will equal the higher of the Anniversary Price or $9.00. |
| (6) | These CVRs were surrendered to Terrapin Partners Venture Partnership for no value. |
| (7) | 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. |
| (8) | The total number of derivative securities held by Mr. Leight and/or his family trusts is 1,502,900, which amount includes the following: (a) 1,500,000 warrants purchased on June 19, 2007 and held directly; and (b) 2,900 warrants purchased on November 13, 2007 and held directly. |