Edgar Filing: OFFICE DEPOT INC

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

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

BC European Capital VIII-33

2. Issuer Name and Ticker or Trading Symbol
OFFICE DEPOT INC [ODP]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
Mbr 13d grp owning mre thn 10%

(Last)

(First)

(Middle)

HERITAGE HALL, LE MARCHANT STREET

3. Date of Earliest Transaction (Month/Day/Year)
07/11/2013

(Street)

ST. PETER PORT, Y7 GY1 4HY

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

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)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A Preferred Stock

$ 5 ⁽¹⁾

07/11/2013

J⁽²⁾

2.5

06/23/2009

⁽³⁾

Common Stock

581.11 ⁽¹⁾

$ 1,235.17 ⁽⁴⁾

2.5

Series A Preferred Stock

$ 5 ⁽¹⁾

07/11/2013

J⁽²⁾

137,298

06/23/2009

⁽³⁾

Common Stock

31,913,821.72 ⁽¹⁾

$ 1,235.17 ⁽⁴⁾

137,298

See Footnote ⁽⁵⁾

Series B Preferred Stock

$ 5 ⁽¹⁾

07/11/2013

J⁽²⁾

0.5

10/14/2009

⁽³⁾

Common Stock

116.22 ⁽¹⁾

$ 1,235.17 ⁽⁴⁾

0.5

Series B Preferred Stock

$ 5 ⁽¹⁾

07/11/2013

J⁽²⁾

37,702

10/14/2009

⁽³⁾

Common Stock

8,763,528.28 ⁽¹⁾

$ 1,235.17 ⁽⁴⁾

37,702

See Footnote ⁽⁵⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BC European Capital VIII-33 HERITAGE HALL, LE MARCHANT STREET ST. PETER PORT, Y7 GY1 4HY				Mbr 13d grp owning mre thn 10%

Signatures

/s/ See signatures attached as Exhibit 99.1		07/12/2013
^**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 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

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.