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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 | ||||||||
| Series A Preferred Stock | $ 5 (1) | 07/11/2013 | 07/11/2013 | J(2) | 187 | 06/23/2009 | (3) | Common Stock | 43,466.65 (1) | $ 1,235.17 (4) | 187 | D | |||
| Series A Preferred Stock | $ 5 (1) | 07/11/2013 | 07/11/2013 | J(2) | 137,298 | 06/23/2009 | (3) | Common Stock | 31,913,821.72 (1) | $ 1,235.17 (4) | 137,298 | I | See Footnote (5) | ||
| Series B Preferred Stock | $ 5 (1) | 07/11/2013 | 07/11/2013 | J(2) | 51.5 | 10/14/2009 | (3) | Common Stock | 11,970.76 (1) | $ 1,235.17 (4) | 51.5 | D | |||
| Series B Preferred Stock | $ 5 (1) | 07/11/2013 | 07/11/2013 | J(2) | 37,702 | 10/14/2009 | (3) | Common Stock | 8,763,528.28 (1) | $ 1,235.17 (4) | 37,702 | I | See Footnote (5) | ||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| BC European Capital VIII-15 HERITAGE HALL, LE MARCHANT STREET ST. PETER PORT, Y7 GY1 4HY |
Mbr 13d grp owning mre thn 10% | |||
| /s/ See signatures attached as Exhibit 99.1 | 07/12/2013 | |
| **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) | Each share of Preferred Stock is convertible into that amount of shares of Common Stock equal to (i) the quotient of (x) the outstanding liquidation preference of such share of Preferred Stock plus all accrued and unpaid dividends not previously added to the liquidation preference of such share of Preferred Stock and (y) 1000 multiplied by (ii) 200. As of the Redemption Date, each share of Preferred Stock was convertible into 232.442 shares of Common Stock, which represents a conversion price of $5.00. The conversion rate is subject to change. |
| (2) | The Issuer redeemed the shares of Preferred Stock set forth in column 5 on the Redemption Date. |
| (3) | Not applicable. |
| (4) | Each share of Preferred Stock was redeemed for $1,235.17. |
| (5) | Each of the Reporting Persons may be deemed to have shared voting and investment power with respect to the Common Stock issuable upon the conversion of the Series A Preferred Stock or Series B Preferred Stock owned by each of the Investors. As such, based upon the conversion rate as of the Redemption Date, each of the Reporting Persons may be deemed to have shared beneficial ownership of 40,677,350 shares of the Issuer's Common Stock issuable upon the conversion of 137,298 shares of the Series A Preferred Stock and 37,702 shares of the Series B Preferred Stock held by the Investors. Each Reporting Person, however, disclaims beneficial ownership with respect to the shares owned of record by each of the Investors. |
| Remarks: This Form 4 report is being filed in conjunction with 39 other Form 4 reports. These Form 4 reports are being filed by (i) BC European Capital VIII-1 to 12 (inclusive), each a United Kingdom limited partnership ("Funds 1-12"); (ii) BC European Capital VIII-14 to 34 (inclusive), each a United Kingdom limited partnership ("Funds 14-34"); (iii) BC European Capital VIII-37, a United Kingdom limited partnership ("Fund 37" and, together with Funds 1-12 and Funds 14-34, the "CIE Investors"); (iv) BC European Capital VIII-35 SC, BC European Capital VIII-36 SC, BC European Capital VIII-38 SC and BC European Capital VIII-39 SC, each a Societe Civiles organized under the laws of France (the "LMBO Investors" and together with the CIE Investors, the "Investors"); (v) LMBO Europe SAS, a societe par actions simplifiee organized under the laws of France ("LMBO"); and (vi) CIE Management II Limited, a limited corporation organized under the laws of Guernsey, Channel Islands ("CIE" and together with the Investors and LMBO, the "Reporting Persons"). The Reporting Persons may be deemed to be a "group" (within the meaning of Section 13(d)(3) of the Securities Exchange Act) and, as such, may be deemed to beneficially own more than 10% of the Common Stock of the Issuer. As used in this Form 4, (i) "Issuer" shall mean Office Depot, Inc., (ii) "Series A Preferred Stock" shall mean the Issuer's 10% Series A Redeemable Convertible Participating Perpetual Preferred Stock, (iii) "Series B Preferred Stock" shall mean the Issuer's 10% Series B Redeemable Conditional Convertible Participating Perpetual Preferred Stock, (iv) "Preferred Stock" shall mean, collectively, the Series A Preferred Stock and the Series B Preferred Stock, (v) "Redemption Date" shall mean July 11, 2013 and (vi) "Common Stock" shall mean the Issuer's common stock, par value $.01. Exhibit Index 99.1 Signature Page | |