SEC Form 4 · accession 0000903423-15-000038
BOX INC · BOX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
David Bonderman
10% Owner
James G Coulter
10% Owner
TPG Growth II Advisors, Inc.
10% Owner
Period of report
Jan 28, 2015
Accepted (ET)
Jan 30, 2015 · 4:46 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 |
|---|---|---|---|---|---|---|---|---|
| Existing Class A Common StockF2,F1,F4,F5 | Jan 28, 2015 | C | 5,952,380 | — | A | 5,952,380 | I | See Explanation of Responses |
| Existing Class A Common StockF2,F1,F4,F5 | Jan 28, 2015 | J | 5,952,380 | — | D | 0 | I | See Explanation of Responses |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series F Preferred StockF2,F1,F4,F5 | — | Jan 28, 2015 | C | 3,750,000 | D | — | — | Existing Class A Common Stock | 5,952,380 | 0 | I |
| Class B Common StockF3,F1,F2,F4,F5 | — | Jan 28, 2015 | J | 5,952,380 | A | — | — | Class A Common Stock | 5,952,380 | 5,952,380 | I |
Explanation of responses
- F1David Bonderman and James G. Coulter are officers and sole shareholders of TPG Growth II Advisors, Inc. ("Growth II Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of TPG Bogota Holdings, L.P. ("TPG Bogota"), which directly holds 5,952,380 shares of Class B Common Stock (the "Class B Common") of Box, Inc. (the "Issuer").
- F2On January 28, 2015, the shares of Series F Preferred Stock of the Issuer (the "Series F Preferred") held by TPG Bogota automatically converted into 5,952,380 shares of existing Class A Common Stock of the Issuer. Immediately thereafter, each share of existing Class A Common Stock was reclassified into one share of Class B Common. Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, the shares of Series F Preferred were convertible, at the option of the holder, at any time into shares of existing Class A Common Stock, of the Issuer, at an initial conversion rate equal to one share of existing Class A Common Stock per share of Series F Preferred. The initial conversion rate was adjusted as a result of the price per share at which shares of Class A Common Stock were sold in the Issuer's initial public offering.
- F3Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, as amended, each share of Class B Common is convertible, at the option of the holder, at any time into one share of Class A Common Stock.
- F4Because of the relationship between the Reporting Persons and TPG Bogota, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of TPG Bogota. Each of TPG Bogota and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of TPG Bogota's or such Reporting Person's pecuniary interest therein, if any.
- F5Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.
Remarks
(6) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (7) Ronald Cami is signing on behalf of both Messrs. Bonderman and Coulter pursuant to authorization and designation letters dated July 1, 2013, which were previously filed with the Securities and Exchange Commission.