SEC Form 4 · accession 0000899243-15-001883

BOX INC · BOX

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owners

Bessemer Venture Partners VIII L.P.

10% Owner

Bessemer Venture Partners VIII Institutional L.P.

10% Owner

Deer VIII & Co. L.P.

10% Owner

Deer VIII & Co. Ltd.

10% Owner

Period of report

Jul 27, 2015

Accepted (ET)

Jul 29, 2015 · 7:00 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001372612

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Class A Common Stock^F2,F1,F5	Jul 27, 2015	C	10,382	$0.00	A	10,382	I	See Footnote
Class A Common Stock^F2,F3,F1,F5	Jul 27, 2015	S	10,382	$16.7501	D	0	I	See Footnote
Class A Common Stock^F6,F1,F5	Jul 28, 2015	C	800	$0.00	A	800	I	See Footnote
Class A Common Stock^F6,F8,F1,F5	Jul 28, 2015	S	800	$16.75	D	0	I	See Footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Class B Common Stock^F2,F1,F4,F5	—	Jul 27, 2015	C	10,382	D	—	—	Class A Common Stock	10,382	4,956,726	I
Class B Common Stock^F6,F1,F7,F5	—	Jul 28, 2015	C	800	D	—	—	Class A Common Stock	800	4,955,926	I

Explanation of responses

F1Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration date.
F2Represents 4,713 shares sold by Bessemer Venture Partners VIII L.P. ("BVP VIII") and 5,669 shares sold by Bessemer Venture Partners VIII Institutional L.P. ("BVP VIII Inst," and together with BVP VIII, the "Funds").
F3The price reported represents the weighted average sale price of the shares sold. The prices of the shares sold in the Reported Transaction ranged from $16.750 to $16.760. The Reporting Person hereby undertakes, upon request of the Staff of the U.S. Securities and Exchange Commission, the Issuer or a security holder of the Issuer, to provide full information regarding the number of shares sold at each separate price.
F4After the reported transaction, BVP VIII owned 2,250,354 shares and BVP VIII Inst owned 2,706,372 shares.
F5Deer VIII & Co. L.P. ("Deer VIII") is the general partner of each of the Funds. Deer VIII & Co. Ltd ("Deer Ltd.") is the general partner of Deer VIII. Deer VIII disclaims beneficial ownership of the shares held by the Funds (the "Shares") and this report shall not be deemed an admission that such reporting person is the beneficial owner of such Shares, except to the extent of its pecuniary interest, if any, in the Shares by virtue of its general partner interests in the Funds. Deer Ltd. disclaims beneficial ownership of the Shares and this report shall not be deemed an admission that such reporting person is the beneficial owner of such Shares, except to the extent of its pecuniary interest, if any, in the Shares by virtue of its general partner interest in Deer VIII.
F6Represents 363 shares sold by BVP VIII and 437 shares sold by BVP VIII Inst.
F7After the reported transaction, BVP VIII owned 2,249,991 shares and BVP VIII Inst owned 2,705,935 shares.
F8The shares were sold in multiple executions, and all executions took place at the price indicated above. The Reporting Person hereby undertakes, upon request of the Staff of the U.S. Securities and Exchange Commission, the Issuer or a security holder of the Issuer, to provide full information regarding such individual executions.