SEC Form 4 · accession 0000899243-15-006994
BOX INC · BOX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Bessemer Venture Partners VIII L.P.
10% Owner
Deer VIII & Co. L.P.
10% Owner
Deer VIII & Co. Ltd.
10% Owner
Period of report
Oct 19, 2015
Accepted (ET)
Oct 21, 2015 · 8:00 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 StockF2,F1,F5 | Oct 19, 2015 | C | 30,000 | $0.00 | A | 30,000 | I | See Footnote |
| Class A Common StockF2,F3,F1,F5 | Oct 19, 2015 | S | 30,000 | $13.5892 | D | 0 | I | See Footnote |
| Class A Common StockF6,F1,F5 | Oct 20, 2015 | C | 25,473 | $0.00 | A | 25,473 | I | See Footnote |
| Class A Common StockF6,F8,F1,F5 | Oct 20, 2015 | S | 25,473 | $13.5388 | 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 StockF2,F1,F4,F5 | — | Oct 19, 2015 | C | 30,000 | D | — | — | Class A Common Stock | 30,000 | 4,820,852 | I |
| Class B Common StockF6,F1,F7,F5 | — | Oct 20, 2015 | C | 25,473 | D | — | — | Class A Common Stock | 25,473 | 4,795,379 | 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 13,620 shares sold by Bessemer Venture Partners VIII L.P. ("BVP VIII") and 16,380 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 $13.50 to $ 13.720. 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 2,188,668 shares and BVP VIII Inst owned 2,632,184 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 11,565 shares sold by BVP VIII and 13,908 shares sold by BVP VIII Inst.
- F7After the reported transaction, BVP VIII owned 2,177,103 shares and BVP VIII Inst owned 2,618,276 shares.
- F8The price reported represents the weighted average sale price of the shares sold. The prices of the shares sold in the Reported Transaction ranged from $13.50 to $13.820. 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.