Statement of Changes in Beneficial Ownership (4)
November 07 2013 - 11:38AM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Broad Matthew R
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2. Issuer Name
and
Ticker or Trading Symbol
MAPLEBY HOLDINGS MERGER Corp
[
OMX
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
EVP and General Counsel
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(Last)
(First)
(Middle)
C/O OFFICEMAX INCORPORATED, 263 SHUMAN BLVD.
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/5/2013
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(Street)
NAPERVILLE, IL 60563
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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11/5/2013
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D
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144456
(1)
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D
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(2)
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0
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D
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Series D Convertible Preferred Stock
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11/5/2013
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J
(3)
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2539
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D
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(3)
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0
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I
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By ESOP Trust
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Common Stock
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11/5/2013
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J
(3)
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7626
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A
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(3)
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7626
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I
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By ESOP Trust
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Common Stock
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11/5/2013
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D
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7626
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D
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(4)
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0
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I
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By ESOP Trust
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Employee Stock Option (Right to Buy)
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$4.24
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11/5/2013
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D
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55492
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(5)
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2/12/2016
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Common Stock
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55492
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(5)
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0
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D
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Employee Stock Option (Right to Buy)
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$12.82
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11/5/2013
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D
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36539
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(6)
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2/11/2017
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Common Stock
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36539
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(6)
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0
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D
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Employee Stock Option (Right to Buy)
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$14.89
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11/5/2013
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D
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28392
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(7)
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2/9/2018
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Common Stock
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28392
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(7)
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0
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D
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Employee Stock Option (Right to Buy)
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$4.92
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11/5/2013
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D
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53412
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(8)
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2/16/2019
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Common Stock
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53412
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(8)
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0
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D
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Explanation of Responses:
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(
1)
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Includes shares acquired through a dividend reinvestment plan that were not previously reported.
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(
2)
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Disposed of pursuant to a merger agreement between OfficeMax Incorporated (the "Company"), Office Depot, Inc. ("ODP") and their respective subsidiaries, in exchange for 178,738 shares of ODP common stock and 209,850 ODP restricted stock units, on the effective date of the merger (such merger, the "Merger") (in accordance with the exchange ratio set forth in the merger agreement pursuant to which each share of the Company's common stock was exchanged for 2.69 shares of ODP common stock). The closing price of ODP common stock on November 5, 2013 (the effective date of the Merger) was $5.65 per share.
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(
3)
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Pursuant to the Certificate of Designation of Convertible Preferred Stock, Series D, each share of OfficeMax Series D Convertible Preferred Stock was redeemed on November 5, 2013, following the redemption date of November 4, 2013, for a redemption price of $45.00 per share, plus all accrued and unpaid dividends thereon. The redemption price was paid in shares of Company common stock, which were valued for such purposes at their Fair Market Value as of the redemption date (as defined in the Certificate of Designation), or $15.415 per share. The reporting person received 7,626 shares of OfficeMax common stock in connection with the redemption of his OfficeMax Series D Convertible Preferred Stock.
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(
4)
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Disposed of pursuant to a merger agreement between the Company, ODP and their respective subsidiaries, in exchange for 20,514 shares of ODP common stock, on the effective date of the Merger (in accordance with the exchange ratio set forth in the merger agreement pursuant to which each share of the Company's common stock was exchanged for 2.69 shares of ODP common stock). The closing price of ODP common stock on November 5, 2013 (the effective date of the Merger) was $5.65 per share.
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(
5)
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This stock option, which provided for vesting in three equal annual installments, on each of the first three anniversaries of its 2/12/2009 grant date, was assumed by ODP in connection with the Merger and replaced with an option to purchase 149,273 shares of ODP common stock for $1.58 per share.
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(
6)
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This stock option, which provided for vesting in three equal annual installments, on each of the first three anniversaries of its 2/11/2010 grant date, was assumed by ODP in connection with the Merger and replaced with an option to purchase 98,289 shares of ODP common stock for $4.77 per share.
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(
7)
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This stock option, which provided for vesting in three equal annual installments, on each of the first three anniversaries of its 2/9/2011 grant date, was assumed by ODP in connection with the Merger and replaced with an option to purchase 76,374 shares of ODP common stock for $5.54 per share.
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(
8)
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This stock option, which provided for vesting in three equal annual installments, on each of the first three anniversaries of its 2/16/2012 grant date, was assumed by ODP in connection with the Merger and replaced with an option to purchase 143,678 shares of ODP common stock for $1.83 per share.
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Remarks:
In connection with the Merger (defined in the footnotes above), Mapleby Holdings Merger Corporation has become the successor registrant to OfficeMax Incorporated.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Broad Matthew R
C/O OFFICEMAX INCORPORATED
263 SHUMAN BLVD.
NAPERVILLE, IL 60563
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EVP and General Counsel
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Signatures
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/s/ Susan Wagner-Fleming, by POA from Matthew R. Broad
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11/7/2013
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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