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 *
TOELDTE ALEXANDER
  2. Issuer Name and Ticker or Trading Symbol
BOISE INC. [BZ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Director, President & CEO
(Last)
(First)
(Middle)
BOISE INC., 1111 WEST JEFFERSON STREET, SUITE 200
3. Date of Earliest Transaction (Month/Day/Year)
02/28/2011
(Street)

BOISE, ID 83702-5388
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 02/28/2011   F   42,554 (1) D $ 8.98 1,807,585 D  
Common Stock 03/01/2011   D   686,600 (2) D $ 0 1,120,985 D  
Common Stock               40,000 I Held by the Toeldte Family Revocable Trust (3)

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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
TOELDTE ALEXANDER
BOISE INC.
1111 WEST JEFFERSON STREET, SUITE 200
BOISE, ID 83702-5388
  X     Director, President & CEO  

Signatures

 /s/ Alexander Toeldte   03/02/2011
**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 May 2, 2008, Mr. Toeldte was awarded 975,100 shares of restricted stock under the Boise Inc. Incentive and Performance Plan. A portion of this 2008 award was service-condition vesting (288,500 shares) and the remaining portion was market-condition vesting (686,600 shares). The first 1/3 of the service-condition vesting restricted stock vested on March 2, 2009, and Mr. Toeldte paid the withholding tax on those shares. The second 1/3 vested on March 1, 2010, and Mr. Toeldte paid the withholding tax on those shares. The final 1/3 vested on February 28, 2011, and Mr. Toeldte elected to have shares withheld to satisfy his tax withholding obligations. Pursuant to Mr. Toeldte's Restricted Stock Award Agreement, the company paid cash for the fractional shares.
(2) The market-condition vesting portion of Mr. Toeldte's 2008 award (686,600 shares) would have vested as follows: 262,300 shares would have vested on February 28, 2011, if at some point before that date the company's stock price had closed at or above $10.00 on 20 of any consecutive 30 trading days; and 424,300 shares would have vested on February 28, 2011, if at some point before that date the company's stock price had closed at or above $12.50 on 20 of any consecutive 30 trading days. The company did not meet either of these stock price performance measures. Pursuant to Mr. Toeldte's Restricted Stock Award Agreement, these 686,600 shares of market-condition vesting restricted stock were forfeited on March 1, 2011.
(3) Mr. Toeldte and his wife, Nicole Lagace Toeldte, serve as the trustees of the Toeldte Family Revocable Trust.

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