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 *
SOULELES THOMAS S
  2. Issuer Name and Ticker or Trading Symbol
BOISE CASCADE Co [BCC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O MADISON DEARBORN PARTNERS, L.L.C., 70 W. MADISON STREET, SUITE 4600
3. Date of Earliest Transaction (Month/Day/Year)
03/03/2014
(Street)

CHICAGO, IL 60602
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)
Code V Amount (A) or (D) Price
Common stock, par value $0.01 03/03/2014   J(1)(2) V 58,245 A $ 0 58,245 D (1) (2) (3)  

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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
SOULELES THOMAS S
C/O MADISON DEARBORN PARTNERS, L.L.C.
70 W. MADISON STREET, SUITE 4600
CHICAGO, IL 60602
  X      

Signatures

 Thomas S. Souleles, by /s/ Mark B. Tresnowski, Attorney in Fact   03/05/2014
**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) On March 3, 2014, Boise Cascade Holdings, L.L.C. ("BC Holdings") made a pro rata distribution for no consideration of 7,785,938 shares of Boise Cascade Company's common stock, par value $0.01 per share (collectively, the "Shares"), to its members. Forest Products Holdings, L.L.C. ("FPH"), BC Holdings' controlling equityholder, then made a pro rata distribution for no consideration of 6,228,265 of the Shares to its members, including its controlling equity holder Madison Dearborn Capital Partners IV, L.P. ("MDCP IV"), on the same date. MDCP IV further distributed on a pro rata basis for no consideration the Shares it received from FPH to its partners on the same date. Madison Dearborn Partners IV, L.P., the general partner of MDCP IV, then distributed on a pro rata basis for no consideration the Shares it received from MDCP IV to its partners on the same date (the "MDP IV Distribution").
(2) In the MDP IV Distribution, Mr. Souleles received 58,245 Shares. The acquisition of such Shares by Mr. Souleles was exempt under Rule 16a-9 and Rule 16a-13.
(3) Prior to giving effect to the distributions discussed in Note (1) above, BC Holdings was the record owner of the Shares. The reporting person previously reported the Shares as indirectly owned through BC Holdings.

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