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 *
  BC European Capital VIII-11
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, GUERNSEY GY14HY
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)
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.

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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series B Preferred Stock (1)   (2)   (3) Common Stock 8,000 (4) $ 5 (2) D  
Series B Preferred Stock (5)   (2)   (3) Common Stock 15,080,800 (4) $ 5 (2) I See Footnote (6)
Series A Preferred Stock (7) 06/23/2009   (3) Common Stock 27,000 (4) $ 5 (8) D  
Series A Preferred Stock (9) 06/23/2009   (3) Common Stock 54,919,200 (4) $ 5 (8) I See Footnote (10)
Series B Preferred Stock (11)   (2)   (3) Common Stock 7,400 (4) $ 5 (2) D  
Series B Preferred Stock (12)   (2)   (3) Common Stock 15,080,800 (4) $ 5 (2) I See Footnote (6)
Series A Preferred Stock (13) 06/23/2009   (3) Common Stock 12,200 (4) $ 5 (8) D  
Series A Preferred Stock (14) 06/23/2009   (3) Common Stock 54,919,200 (4) $ 5 (8) I See Footnote (10)
Series B Preferred Stock (15)   (2)   (3) Common Stock 3,400 (4) $ 5 (2) D  
Series B Preferred Stock (16)   (2)   (3) Common Stock 15,080,800 (4) $ 5 (2) I See Footnote (6)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BC European Capital VIII-11
HERITAGE HALL, LE MARCHANT STREET
ST. PETER PORT, GUERNSEY GY14HY
      Mbr 13d grp owning mre thn 10%
BC European Capital VIII-12
HERITAGE HALL, LE MARCHANT STREET
ST. PETER PORT, GUERNSEY GY1 4HY
      Mbr 13d grp owning mre thn 10%
BC European Capital VIII-14
HERITAGE HALL, LE MARCHANT STREET
ST. PETER PORT, GUERNSEY GY1 4HY
      Mbr 13d grp owning mre thn 10%
BC European Capital VIII-15
HERITAGE HALL, LE MARCHANT STREET
ST. PETER PORT, GUERNSEY GY1 4HY
      Mbr 13d grp owning mre thn 10%
BC European Capital VIII-16
HERITAGE HALL, LE MARCHANT STREET
ST. PETER PORT, GUERNSEY GY1 4HY
      Mbr 13d grp owning mre thn 10%
BC European Capital VIII-17
HERITAGE HALL, LE MARCHANT STREET
ST. PETER PORT, GUERNSEY GY1 4HY
      Mbr 13d grp owning mre thn 10%
BC European Capital VIII-18
HERITAGE HALL, LE MARCHANT STREET
ST. PETER PORT, GUERNSEY GY1 4HY
      Mbr 13d grp owning mre thn 10%
BC European Capital VIII-19
HERITAGE HALL, LE MARCHANT STREET
ST. PETER PORT, GUERNSEY GY1 4HY
      Mbr 13d grp owning mre thn 10%
BC European Capital VIII-20
HERITAGE HALL, LE MARCHANT STREET
ST. PETER PORT, GUERNSEY GY1 4HY
      Mbr 13d grp owning mre thn 10%
BC European Capital VIII-21
HERITAGE HALL, LE MARCHANT STREET
ST. PETER PORT, GUERNSEY GY1 4HY
      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-19 is the record owner of 40 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 (including the Series A Preferred Stock). If such shares were convertible into Common Shares, BC European Capital VIII-19's shares of Series B Preferred Stock would be convertible into 8,000 shares of Common Stock, based on the conversion rate as of the Purchase Date.
(2) 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.
(3) Not applicable.
(4) 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 10% Series A Redeemable Convertible Participating Perpetual Preferred Stock (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.
(5) 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-19.
(6) 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.
(7) BC European Capital VIII-20, a United Kingdom limited partnership, is the record owner of 135 shares of Series A Preferred Stock, which are convertible into 27,000 shares of the Common Stock of the Issuer based on the conversion rate as of the Purchase Date.
(8) 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.
(9) 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-20.
(10) 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.
(11) BC European Capital VIII-20 is the record owner of 37 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 (including the Series A Preferred Stock). If such shares were convertible into Common Shares, BC European Capital VIII-20's shares of Series B Preferred Stock would be convertible into 7,400 shares of Common Stock, based on the conversion rate as of the Purchase Date.
(12) 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-20.
(13) BC European Capital VIII-21, a United Kingdom limited partnership, is the record owner of 61 shares of Series A Preferred Stock, which are convertible into 12,200 shares of the Common Stock of the Issuer based on the conversion rate as of the Purchase Date.
(14) 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-21.
(15) BC European Capital VIII-21 is the record owner of 17 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 (including the Series A Preferred Stock). If such shares were convertible into Common Shares, BC European Capital VIII-21's shares of Series B Preferred Stock would be convertible into 3,400 shares of Common Stock, based on the conversion rate as of the Purchase Date.
(16) 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-21.
 
Remarks:
* Name and Address of Reporting Person:

This Form 3 report is being filed in conjunction with three other Form 3 reports (each Form 3 report consists of three separate Form 3s, for a total of 12 filings). Each of the Form 3 reports are filed jointly 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" and together with Funds 1-12, the "CIE Investors"); (iii) BC European Capital VIII-35 SC to 39 SC (inclusive), each a Soci?t? Civiles organized under the laws of France (the "LMBO Investors" and together with the CIE Investors, the "Investors"); (iv) LMBO Europe SAS, a Soci?t? par actions simplifi?e organized under the laws of France ("LMBO"); and (v) 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, par value $.01 per share (the "Common Stock") of Office Depot, Inc. (the "Issuer").  See Exhibit 99.1 filed herewith and incorporated herein by reference for information with respect to each of the Reporting Persons.  The Reporting Persons set forth on this Form 3 are BC European Capital VIII-11 to 12 (inclusive) and BC European Capital VIII-14 to 21 (inclusive). As used in this Form 3, the "Purchase Price" shall mean the purchase date of the shares, June 23, 2009.

Exhibit Index
99.1 List of Reporting Persons
99.2 Signature Pages

Form 3 of 3 of the second Form 3 report mentioned above.

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