Edgar Filing: OFFICE DEPOT INC

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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 ^*

Â BC European Capital VIII-32

2. Date of Event Requiring Statement (Month/Day/Year)
06/23/2009

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

(Last)

(First)

(Middle)

HERITAGE HALL, LE MARCHANT STREET

4. 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%

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

ST. PETER PORT, GUERNSEYÂ GY1 4HY

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 Beneficially Owned

1.Title of Security
(Instr. 4)

2. Amount of Securities Beneficially Owned
(Instr. 4)

3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)

4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock ⁽¹⁾	06/23/2009	Â ⁽²⁾	Common Stock	2,800 ⁽³⁾	$ 5 ⁽⁴⁾	D	Â
Series A Preferred Stock ⁽⁵⁾	06/23/2009	Â ⁽²⁾	Common Stock	54,919,200 ⁽³⁾	$ 5 ⁽⁴⁾	I	See Footnote ⁽⁶⁾
Series B Preferred Stock ⁽⁷⁾	Â ⁽⁸⁾	Â ⁽²⁾	Common Stock	800 ⁽³⁾	$ 5 ⁽⁸⁾	D	Â
Series B Preferred Stock ⁽⁹⁾	Â ⁽⁸⁾	Â ⁽²⁾	Common Stock	15,080,800 ⁽³⁾	$ 5 ⁽⁸⁾	I	See Footnote ⁽¹⁰⁾
Series A Preferred Stock ⁽¹¹⁾	06/23/2009	Â ⁽²⁾	Common Stock	1,000 ⁽³⁾	$ 5 ⁽⁴⁾	D	Â
Series A Preferred Stock ⁽¹²⁾	06/23/2009	Â ⁽²⁾	Common Stock	54,919,200 ⁽³⁾	$ 5 ⁽⁴⁾	I	See Footnote ⁽⁶⁾
Series B Preferred Stock ⁽¹³⁾	Â ⁽⁸⁾	Â ⁽²⁾	Common Stock	200 ⁽³⁾	$ 5 ⁽⁸⁾	D	Â
Series B Preferred Stock ⁽¹⁴⁾	Â ⁽⁸⁾	Â ⁽²⁾	Common Stock	15,080,800 ⁽³⁾	$ 5 ⁽⁸⁾	I	See Footnote ⁽¹⁰⁾
Series A Preferred Stock ⁽¹⁵⁾	06/23/2009	Â ⁽²⁾	Common Stock	1,000 ⁽³⁾	$ 5 ⁽⁴⁾	D	Â
Series A Preferred Stock ⁽¹⁶⁾	06/23/2009	Â ⁽²⁾	Common Stock	54,919,200 ⁽³⁾	$ 5 ⁽⁴⁾	I	See Footnote ⁽⁶⁾
Series B Preferred Stock ⁽¹⁷⁾	Â ⁽⁸⁾	Â ⁽²⁾	Common Stock	200 ⁽³⁾	$ 5 ⁽⁸⁾	D	Â
Series B Preferred Stock ⁽¹⁸⁾	Â ⁽⁸⁾	Â ⁽²⁾	Common Stock	15,080,800 ⁽³⁾	$ 5 ⁽⁸⁾	I	See Footnote ⁽¹⁰⁾
Series A Preferred Stock ⁽¹⁹⁾	06/23/2009	Â ⁽²⁾	Common Stock	28,000 ⁽³⁾	$ 5 ⁽⁴⁾	D	Â
Series A Preferred Stock ⁽²⁰⁾	06/23/2009	Â ⁽²⁾	Common Stock	54,919,200 ⁽³⁾	$ 5 ⁽⁴⁾	I	See Footnote ⁽⁶⁾
Series B Preferred Stock ⁽²¹⁾	Â ⁽⁸⁾	Â ⁽²⁾	Common Stock	7,600 ⁽³⁾	$ 5 ⁽⁸⁾	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BC European Capital VIII-32 HERITAGE HALL, LE MARCHANT STREET ST. PETER PORT, GUERNSEYÂ GY1 4HY	Â	Â	Â	Mbr 13d grp owning mre thn 10%
BC European Capital VIII-33 HERITAGE HALL, LE MARCHANT STREET ST. PETER PORT, GUERNSEYÂ GY1 4HY	Â	Â	Â	Mbr 13d grp owning mre thn 10%
BC European Capital VIII-34 HERITAGE HALL, LE MARCHANT STREET ST. PETER PORT, GUERNSEYÂ GY1 4HY	Â	Â	Â	Mbr 13d grp owning mre thn 10%
BC European Capital VIII-35 SC 54 AVENUE MARCEAU PARIS, FRANCEÂ 75008	Â	Â	Â	Mbr 13d grp owning mre thn 10%
BC European Capital VIII-36 SC 54 AVENUE MARCEAU PARIS, FRANCEÂ 75008	Â	Â	Â	Mbr 13d grp owning mre thn 10%
BC European Capital VIII-37 SC 54 AVENUE MARCEAU PARIS, FRANCEÂ 75008	Â	Â	Â	Mbr 13d grp owning mre thn 10%
BC European Capital VIII-38 SC 54 AVENUE MARCEAU PARIS, FRANCEÂ 75008	Â	Â	Â	Mbr 13d grp owning mre thn 10%
BC European Capital VIII-39 SC 54 AVENUE MARCEAU PARIS, FRANCEÂ 75008	Â	Â	Â	Mbr 13d grp owning mre thn 10%
CIE Management II Ltd HERITAGE HALL, LE MARCHANT STREET ST. PETER PORT, GUERNSEYÂ GY1 4HY	Â	Â	Â	Mbr 13d grp owning mre thn 10%
LMBO Europe SAS 54 AVENUE MARCEAU PARIS, FRANCEÂ 75008	Â	Â	Â	Mbr 13d grp owning mre thn 10%

Signatures

/s/ See signatures attached as Exhibit 99.2		07/02/2009
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	BC European Capital VIII-32, a United Kingdom limited partnership, is the record owner of 14 shares of 10% Series A Redeemable Convertible Participating Perpetual Preferred Stock (the "Series A Preferred Stock"), which were convertible into 2,800 shares of the Common Stock as of the Purchase Date.
(2)	Not applicable.
(3)	The values set forth in this field are based upon the conversion rate as of the Purchase Date. The dividends on the shares of the Series A Preferred Stock and the 10% Series B Redeemable Conditional Convertible Participating Perpetual Preferred Stock (the "Series B Preferred Stock" and together with the Series A Preferred Stock, the "Preferred Stock") accrete daily and are payable quarterly in cash or by adding the dividends in arrears to the liquidation preference. In the event that shares of the Preferred Stock are converted into the Common Stock, the conversion rate will be adjusted to reflect that amount of dividends that have accreted since the last quarterly payment.
(4)	Each share of the Series A Preferred Stock was acquired for $1,000 per share and is initially convertible into 200 shares of Common Stock, which represents a Common Stock share price of $5.00. The conversion rate is subject to change.
(5)	This line entry represents the shares of the Series A Preferred Stock that may be deemed to be beneficially owned by BC European Capital VIII-32.
(6)	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 owned by each of the other Reporting Persons. As such, based upon the conversion rate as of the Purchase Date, each of the Reporting Persons may be deemed to have shared beneficial ownership of 54,919,200 shares of the Issuer's Common Stock issuable upon the conversion of 274,596 shares of the Series A Preferred Stock held by the Investors. Each Investor, however, disclaims beneficial ownership with respect to the shares owned by each of the other Reporting Persons.
(7)	BC European Capital VIII-32 is the record owner of 4 shares of Series B Preferred Shares, which are not presently convertible into Common Stock but will automatically become convertible into shares of the Common Stock, at the holder's option, if approved by the holders of the Common Stock. If the shares of Series B Preferred Stock were convertible into shares of Common Stock, BC European Capital VIII-32's shares of Series B Preferred Stock would be convertible into 800 shares of the Common Stock, based on the conversion rate as of the Purchase Date.
(8)	The Series B Preferred Stock is not presently convertible into Common Stock but will immediately become convertible, at the holder's option, upon the approval of the holders of the Common Stock. If such Series B Preferred Stock were convertible as of the Purchase Date, the Series B Preferred Stock, which were acquired for $1,000 per share, would have had an initial conversion rate of 200 per share, which represents a Common Stock share price of $5.00. The conversion rate is subject to change.
(9)	This line entry represents the shares of the Series B Preferred Stock that may be deemed to be beneficially owned by BC European Capital VIII-32.
(10)	The Series B Preferred Stock is not presently convertible into Common Stock but will become convertible, at the holder's option, upon the approval of the holders of the Common Stock. In the event that the Series B Preferred Stock becomes convertible, each of the Reporting Persons may be deemed to have shared voting and investment power with respect to the Common Stock owned by each of the other Reporting Persons. As of the Purchase Date, the Investors held 75,404 shares of the Series B Preferred Stock, which would have been convertible into 15,080,800 shares of the Issuer's Common Stock based upon the conversion rate as of the Purchase Date, if such Series B Preferred Stock were convertible. Each Investor, however, disclaims beneficial ownership with respect to the shares owned by each of the other Reporting Persons.
(11)	BC European Capital VIII-33, a United Kingdom limited partnership, is the record owner of 5 shares of Series A Preferred Stock, which are convertible into 1,000 shares of the Common Stock of the Issuer based on the conversion rate as of the Purchase Date.
(12)	This line entry represents the shares of the Series A Preferred Stock that may be deemed to be beneficially owned by BC European Capital VIII-33.
(13)	BC European Capital VIII-33 is the record owner of 1 share of Series B Preferred Stock, which is not presently convertible into Common Stock but will automatically become convertible into shares of the Common Stock, at the holder's option, if approved by the holders of the Common Stock. If such share were convertible into Common Shares, BC European Capital VIII-33's share of Series B Preferred Stock would be convertible into 200 shares of Common Stock, based on the conversion rate as of the Purchase Date.
(14)	This line entry represents the shares of the Series B Preferred Stock that may be deemed to be beneficially owned by BC European Capital VIII-33.
(15)	BC European Capital VIII-34, a United Kingdom limited partnership, is the record owner of 5 shares of Series A Preferred Stock, which are convertible into 1,000 shares of the Common Stock of the Issuer based on the conversion rate as of the Purchase Date.
(16)	This line entry represents the shares of the Series A Preferred Stock that may be deemed to be beneficially owned by BC European Capital VIII-34.
(17)	BC European Capital VIII-34 is the record owner of 1 share of Series B Preferred Stock, which is not presently convertible into Common Stock but will automatically become convertible into shares of the Common Stock, at the holder's option, if approved by the holders of the Common Stock. If such shares were convertible into Common Shares, BC European Capital VIII-34's share of Series B Preferred Stock would be convertible into 200 shares of Common Stock, based on the conversion rate as of the Purchase Date.
(18)	This line entry represents the shares of the Series B Preferred Stock that may be deemed to be beneficially owned by BC European Capital VIII-34.
(19)	BC European Capital VIII-35 SC, a Societe Civiles organized under the laws of France, is the record owner of 140 shares of Series A Preferred Stock, which are convertible into 28,000 shares of the Common Stock of the Issuer based on the conversion rate as of the Purchase Date.
(20)	This line entry represents the shares of the Series A Preferred Stock that may be deemed to be beneficially owned by BC European Capital VIII-35 SC.
(21)	BC European Capital VIII-35 SC is the record owner of 38 shares of Series B Preferred Stock, which are not presently convertible into Common Stock but will automatically become convertible into shares of the Common Stock, at the holder's option, if approved by the holders of the Common Stock. If such shares were convertible into Common Shares, BC European Capital VIII-35 SC's shares of Series B Preferred Stock would be convertible into 7,600 shares of Common Stock, based on the conversion rate as of the Purchase Date.
Â Remarks: *Â NameÂ andÂ AddressÂ ofÂ ReportingÂ Person: ThisÂ FormÂ 3Â reportÂ isÂ beingÂ filedÂ inÂ conjunctionÂ withÂ threeÂ otherÂ FormÂ 3Â reportsÂ (eachÂ FormÂ 3Â reportÂ consistsÂ ofÂ threeÂ separateÂ FormÂ 3s,Â forÂ aÂ totalÂ ofÂ 12Â filings).Â Â EachÂ ofÂ theÂ FormÂ 3Â reportsÂ areÂ filedÂ jointlyÂ byÂ (i)Â BCÂ EuropeanÂ CapitalÂ VIII-1Â toÂ 12Â (inclusive),Â eachÂ aÂ UnitedÂ KingdomÂ limitedÂ partnershipÂ ("FundsÂ 1-12");Â (ii)Â BCÂ EuropeanÂ CapitalÂ VIII-14Â toÂ 34Â (inclusive),Â eachÂ aÂ UnitedÂ KingdomÂ limitedÂ partnershipÂ ("FundsÂ 14-34"Â andÂ togetherÂ withÂ FundsÂ 1-12,Â theÂ "CIEÂ Investors");Â (iii)Â BCÂ EuropeanÂ CapitalÂ VIII-35Â SCÂ toÂ 39Â SCÂ (inclusive),Â eachÂ aÂ SocieteÂ CivilesÂ organizedÂ underÂ theÂ lawsÂ ofÂ FranceÂ (theÂ "LMBOÂ Investors"Â andÂ togetherÂ withÂ theÂ CIEÂ Investors,Â theÂ "Investors");Â (iv)Â LMBOÂ EuropeÂ SAS,Â aÂ SocieteÂ parÂ actionsÂ simplifieeÂ organizedÂ underÂ theÂ lawsÂ ofÂ FranceÂ ("LMBO");Â andÂ (v)Â CIEÂ ManagementÂ IIÂ Limited,Â aÂ limitedÂ corporationÂ organizedÂ underÂ theÂ lawsÂ ofÂ Guernsey,Â ChannelÂ IslandsÂ ("CIE"Â andÂ togetherÂ withÂ theÂ InvestorsÂ andÂ LMBO,Â theÂ "ReportingÂ Persons").Â Â TheÂ ReportingÂ PersonsÂ mayÂ beÂ deemedÂ toÂ beÂ aÂ "group"Â (withinÂ theÂ meaningÂ ofÂ SectionÂ 13(d)(3)Â ofÂ theÂ SecuritiesÂ ExchangeÂ Act)Â and,Â asÂ such,Â mayÂ beÂ deemedÂ toÂ beneficiallyÂ ownÂ moreÂ thanÂ 10%Â ofÂ theÂ CommonÂ Stock,Â parÂ valueÂ $.01Â perÂ shareÂ (theÂ "CommonÂ Stock")Â ofÂ OfficeÂ Depot,Â Inc.Â (theÂ "Issuer").Â Â SeeÂ ExhibitÂ 99.1Â filedÂ herewithÂ andÂ incorporatedÂ hereinÂ byÂ referenceÂ forÂ informationÂ withÂ respectÂ toÂ eachÂ ofÂ theÂ ReportingÂ Persons.Â Â TheÂ ReportingÂ PersonsÂ setÂ forthÂ onÂ thisÂ FormÂ 3Â areÂ BCÂ EuropeanÂ CapitalÂ VIII-32Â toÂ 34Â (inclusive),Â theÂ LMBOÂ Investors,Â LMBOÂ andÂ CIE.Â AsÂ usedÂ inÂ thisÂ FormÂ 3,Â theÂ "PurchaseÂ Date"Â shallÂ meanÂ theÂ purchaseÂ dateÂ ofÂ theÂ shares,Â JuneÂ 23,Â 2009. ExhibitÂ Index 99.1Â Â Â ListÂ ofÂ ReportingÂ Persons 99.2Â Â Â SignatureÂ Pages FormÂ 1Â ofÂ 3Â ofÂ theÂ fourthÂ FormÂ 3Â reportÂ mentionedÂ above.

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