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 *
MENCOFF SAMUEL M
   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 __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O MADISON DEARBORN PARTNERS, LLC, 70 W. MADISON STREET, SUITE 4600		 3. Date of Earliest Transaction (Month/Day/Year)
02/26/2013
(Street)

CHICAGO, IL 60602		 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.
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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
Restricted Stock Units (1) 02/26/2013   A   2,023     (2)   (2) Common Stock, par value $0.01 2,023 $ 0 2,023 D (3) (6) (7)  
Restricted Stock Units (1) 02/26/2013   A   2,023     (2)   (2) Common Stock, par value $0.01 2,023 $ 0 2,023 D (4) (6) (7)  
Restricted Stock Units (1) 02/26/2013   A   2,023     (2)   (2) Common Stock, par value $0.01 2,023 $ 0 2,023 D (5) (6) (7)  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MENCOFF SAMUEL M
C/O MADISON DEARBORN PARTNERS, LLC
70 W. MADISON STREET, SUITE 4600
CHICAGO, IL 60602		   X   X    
SOULELES THOMAS S
C/O MADISON DEARBORN PARTNERS, LLC
70 W. MADISON STREET, SUITE 4600
CHICAGO, IL 60602		   X   X    
NORTON MATTHEW W
C/O MADISON DEARBORN PARTNERS, LLC
70 W. MADISON STREET, SUITE 4600
CHICAGO, IL 60602		   X   X    
MADISON DEARBORN PARTNERS LLC
C/O MADISON DEARBORN PARTNERS, LLC
70 W. MADISON STREET, SUITE 4600
CHICAGO, IL 60602		   X   X    
MADISON DEARBORN PARTNERS IV LP
C/O MADISON DEARBORN PARTNERS, LLC
70 W. MADISON STREET, SUITE 4600
CHICAGO, IL 60602		   X   X    
MADISON DEARBORN CAPITAL PARTNERS IV LP
C/O MADISON DEARBORN PARTNERS, LLC
70 W. MADISON STREET, SUITE 4600
CHICAGO, IL 60602		   X   X    
FINNEGAN PAUL J
C/O MADISON DEARBORN PARTNERS, LLC
70 W. MADISON STREET, SUITE 4600
CHICAGO, IL 60602		   X   X    

Signatures

 Samuel M. Mencoff, by /s/ John T. Sahlberg, Attorney in Fact   02/28/2013
**Signature of Reporting Person Date
 Thomas S. Souleles, by /s/ John T. Sahlberg, Attorney in Fact   02/28/2013
**Signature of Reporting Person Date
 Matthew W. Norton, by /s/ John T. Sahlberg, Attorney in Fact   02/28/2013
**Signature of Reporting Person Date
 Madison Dearborn Partners, LLC, by /s/ John T. Sahlberg, Attorney-in-Fact for Mark B. Tresnowski, Managing Director   02/28/2013
**Signature of Reporting Person Date
 Madison Dearborn Partners IV, L.P., by Madison Dearborn Partners, LLC, its General Partner, by /s/ John T. Sahlberg, Attorney-in-Fact for Mark B. Tresnowski, Managing Director   02/28/2013
**Signature of Reporting Person Date
 Madison Dearborn Capital Partners IV, L.P., by Madison Dearborn Partners IV, L.P., its General Partner, by Madison Dearborn Partners, LLC, its General Partner, by /s/ John T. Sahlberg, Attorney-in-Fact for Mark B. Tresnowski, Managing Director   02/28/2013
**Signature of Reporting Person Date
 Paul J. Finnegan, by /s/ John T. Sahlberg, Attorney-in-Fact   02/28/2013
**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) Each restricted stock unit represents a contingent right to receive one share of Boise Cascade Company common stock.
(2) The restricted stock units vest on February 26, 2014. Vested shares will be delivered to the reporting person 60 days following the record holder's termination as a director of Boise Cascade Company (or other employment with the company).
(3) These restricted stock units are held of record by Samuel Mencoff.
(4) These restricted stock units are held of record by Thomas Souleles.
(5) These restricted stock units are held of record by Matthew Norton.
(6) Each of Messrs. Mencoff, Souleles and Norton is an executive officer or an employee of Madison Dearborn Partners, LLC ("MDP"). Each of the foregoing persons was appointed to the Boise Cascade Company's Board of Directors as nominees of Boise Cascade Holdings, LLC ("BCH"), pursuant to a director nomination agreement between BCH and Boise Cascade Company.
(7) Madison Dearborn Capital Partners IV, LP ("MDCP IV") is the indirect controlling stockholder of BCH, Madison Dearborn Partners IV, LP ("MDP IV") is the general partner of MDCP IV, MDP is the general partner of MDP IV and Mr. Paul J. Finnegan is a member of the limited partner committee of MDP IV and, as a result, each may be deemed a director by deputization as a result of Messrs. Mencoff, Norton and Souleles serving on Boise Cascade Company's Board of Directors on behalf of BCH. Each of MDCP IV, MDP IV, MDP, Mr. Finnegan, Mr. Mencoff and Mr. Souleles may be deemed to have an indirect pecuniary interest in the awards, which are held by the record holders for the benefit of MDP IV, MDCP IV and MDP. Mr. Norton does not have a pecuniary interest in any of the awards. Each of the foregoing persons expressly disclaims beneficial ownership of the reported securities, except to the extent of such person's respective pecuniary interest therein.

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