Edgar Filing: AUERBACH JONATHAN A G

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 ^*

Hound Partners, LLC

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

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

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

(Last)

(First)

(Middle)

101 PARK AVENUE, 48TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
07/29/2008

(Street)

NEW YORK, NY 10178

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

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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)
			Code	V	Amount	(A) or (D)	Price

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)

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 Right

⁽¹⁾ ⁽²⁾

02/06/2009

02/15/2009

Common Stock, $.0001 par value

1,302,423

By Hound Partners, LP ⁽³⁾

Contingent Value Right

⁽¹⁾ ⁽²⁾

02/06/2009

02/15/2009

Common Stock, $.0001 par value

1,354,499

By Hound Partners Offshore Fund, LP ⁽⁴⁾

Warrant

$ 7.5

07/29/2008

08/01/2008

1,810,241

02/22/2008

06/18/2011

Common Stock, $.0001 par value

1,810,241

$ 0.15

1,762,208

By Hound Partners, LP ⁽³⁾

Warrant

$ 7.5

07/29/2008

08/01/2008

2,292,758

02/22/2008

06/18/2011

Common Stock, $.0001 par value

2,292,758

$ 0.15

2,233,749

By Hound Partners Offshore Fund, LP ⁽⁴⁾

Warrant

$ 7.5

07/30/2008

08/02/2008

220,600

02/22/2008

06/18/2011

Common Stock, $.0001 par value

220,600

$ 0.15

1,541,608

By Hound Partners, LP ⁽³⁾

Warrant

$ 7.5

07/30/2008

08/02/2008

279,400

02/22/2008

06/18/2011

Common Stock, $.0001 par value

279,400

$ 0.15

1,954,349

By Hound Partners Offshore Fund, LP ⁽⁴⁾

Warrant

$ 7.5

07/31/2008

08/05/2008

772,100

02/22/2008

06/18/2011

Common Stock, $.0001 par value

772,100

$ 0.15

769,508

By Hound Partners, LP ⁽³⁾

Warrant

$ 7.5

07/31/2008

08/05/2008

977,900

02/22/2008

06/18/2011

Common Stock, $.0001 par value

977,900

$ 0.15

976,449

By Hound Partners Offshore Fund, LP ⁽⁴⁾

Warrant

$ 7.5

07/31/2008

08/05/2008

18,597

02/22/2008

06/18/2011

Common Stock, $.0001 par value

18,597

$ 0.16

750,911

By Hound Partners, LP ⁽³⁾

Warrant

$ 7.5

07/31/2008

08/05/2008

23,554

02/22/2008

06/18/2011

Common Stock, $.0001 par value

23,554

$ 0.16

952,895

By Hound Partners Offshore Fund, LP ⁽⁴⁾

Warrant

$ 7.5

08/01/2008

08/06/2008

750,911

02/22/2008

06/18/2011

Common Stock, $.0001 par value

750,911

$ 0.17

By Hound Partners, LP ⁽³⁾

Warrant

$ 7.5

08/01/2008

08/06/2008

952,895

02/22/2008

06/18/2011

Common Stock, $.0001 par value

952,895

$ 0.17

By Hound Partners Offshore Fund, LP ⁽⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Hound Partners, LLC 101 PARK AVENUE 48TH FLOOR NEW YORK, NY 10178		X
Hound Performance, LLC 101 PARK AVENUE 48TH FLOOR NEW YORK, NY 10178		X
AUERBACH JONATHAN A G 215 E 73RD STREET NEW YORK, NY 10021		X

Signatures

Hound Partners, LLC, By: /s/ Jonathan Auerbach, Managing Member		08/01/2008
^**Signature of Reporting Person		Date
Hound Performance, LLC, By: /s/ Jonathan Auerbach, Managing Member		08/01/2008
^**Signature of Reporting Person		Date
/s/ Jonathan Auerbach		08/01/2008
^**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)	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.
(2)	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. Auerbach upon settlement of the CVRs, the value of each Common Stock share will equal the higher of the Anniversary Price or $9.00.
(3)	The securities may be deemed to be beneficially owned by (a) Hound Performance, LLC, the general partner of Hound Partners, LP; (b) Hound Partners, LLC, the investment manager of Hound Partners, LP and (c) Jonathan Auerbach, the managing member of Hound Performance, LLC and Hound Partners, LLC. Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of his or its pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
(4)	The securities may be deemed to be beneficially owned by (a) Hound Performance, LLC, the general partner of Hound Partners Offshore Fund, LP; (b) Hound Partners, LLC, the investment manager of Hound Partners Offshore Fund, LP and (c) Jonathan Auerbach, the managing member of Hound Performance, LLC and Hound Partners, LLC. Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of his or its pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

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