| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
 |
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
OFFICE DEPOT INC [ ODP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 11/05/2013 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
|||||||||||||||||||||||||
| 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 | ||||||
|
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 Securities Underlying Derivative Security (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: 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 | ||||||||
| Series A Preferred Stock | $5(1) | 11/05/2013 | 11/05/2013 | J(2) | 13,307.5 | 06/23/2009 | (3) | Common Stock | 3,093,215.68(1) | $1,243.77(2) | 0.00 | D | |||
| Series A Preferred Stock | $5(1) | 11/05/2013 | 11/05/2013 | J(2) | 137,298 | 06/23/2009 | (3) | Common Stock | 31,913,757.42(1) | $1,243.77(2) | 0.00 | I | See Footnote(4) | ||
| Series B Preferred Stock | $5(1) | 11/05/2013 | 11/05/2013 | J(2) | 3,654.5 | 10/14/2009 | (3) | Common Stock | 849,457.58(1) | $1,243.77(2) | 0.00 | D | |||
| Series B Preferred Stock | $5(1) | 11/05/2013 | 11/05/2013 | J(2) | 37,702 | 10/14/2009 | (3) | Common Stock | 8,763,510.63(1) | $1,243.77(2) | 0.00 | I | See Footnote(4) | ||
| Explanation of Responses: |
| 1. Each share of Preferred Stock was 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. |
| 2. The Issuer redeemed the shares of Preferred Stock set forth in column 5 on the Redemption Date. Each share of Preferred Stock was redeemed for $1,243.77. |
| 3. Not Applicable. |
| 4. Each of the Reporting Persons may have been 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. 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). 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 November 5, 2013 and (vi) "Common Stock" shall mean the Issuer's common stock, par value $.01. Exhibit Index 99.1 Signature Page |
| /s/ See signatures attached as Exhibit 99.1 | 11/05/2013 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||
Exhibit 99.1
This statement on Form 4 is filed by BC European Capital VIII-5.
Date of Event Requiring Statement: November 5, 2013
Issuer Name and Ticker or Trading Symbol: Office Depot, Inc. (ODP)
|
|
For and on behalf of the Limited Partnership BC European Capital VIII-5: |
|
|
|
|
|
/S/ MATTHEW ELSTON |
|
|
Name: Matthew Elston |
|
|
Director, CIE Management II Limited acting as General Partner of the Limited Partnership BC European Capital VIII-5 |
|
|
|
|
|
|
|
|
/S/ LAURENCE MCNAIRN |
|
|
Name: Laurence McNairn |
|
|
Director, CIE Management II Limited acting as General Partner of the Limited Partnership BC European Capital VIII-5 |
[Signature Page to Form 4]