SEC Form 4 · accession 0000899243-15-007620
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
Nov 2, 2015
Accepted (ET)
Nov 4, 2015 · 9:45 pm EST
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 | Nov 2, 2015 | C | 10,629 | $0.00 | A | 10,629 | I | See footnote |
| Class A Common StockF2,F3,F1,F5 | Nov 2, 2015 | S | 10,629 | $13.0026 | D | 0 | I | See footnote |
| Class A Common StockF6,F1,F5 | Nov 3, 2015 | C | 250,000 | $0.00 | A | 250,000 | I | See footnote |
| Class A Common StockF6,F8,F1,F5 | Nov 3, 2015 | S | 250,000 | $13.05 | 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 | — | Nov 2, 2015 | C | 10,629 | D | — | — | Class A Common Stock | 10,629 | 4,744,524 | I |
| Class B Common StockF6,F1,F7,F5 | — | Nov 3, 2015 | C | 250,000 | D | — | — | Class A Common Stock | 250,000 | 4,494,524 | 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 4,826 shares sold by Bessemer Venture Partners VIII L.P. ("BVP VIII") and 5,803 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 $13.00 to $ 13.02. 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 2,154,014 shares and BVP VIII Inst owned 2,590,510 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 113,500 shares sold by BVP VIII and 136,500 shares sold by BVP VIII Inst.
- F7After the reported transaction, BVP VIII owned 2,040,514 shares and BVP VIII Inst owned 2,454,010 shares.
- F8The shares were sold in a single execution, which 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 execution.