SEC Form 4 · accession 0001181431-15-001639
BOX INC · BOX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
NEW ENTERPRISE ASSOCIATES 13 LP
10% Owner
NEA 13 GP, Ltd
10% Owner
NEA Partners 13, Limited Partnership
10% Owner
Period of report
Jan 28, 2015
Accepted (ET)
Jan 29, 2015 · 5:15 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 StockF1,F2,F3 | Jan 28, 2015 | C | 1,928,677 | — | A | 2,091,457 | D | |
| Existing Class A Common StockF4,F3 | Jan 28, 2015 | J | 2,091,457 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series D2 Preferred StockF3,F1 | — | Jan 28, 2015 | C | 1,653,761 | D | — | — | Existing Class A Common Stock | 1,653,761 | 0 | D |
| Series E Preferred StockF3,F2 | — | Jan 28, 2015 | C | 274,916 | D | — | — | Existing Class A Common Stock | 274,916 | 0 | D |
| Class B Common StockF5,F3 | — | Jan 28, 2015 | J | 2,091,457 | A | — | — | Class A Common Stock | 2,091,457 | 2,091,457 | D |
Explanation of responses
- F1The Series D2 Preferred Stock automatically converted into the Issuer's existing Class A Common Stock ("Existing Class A Common Stock") on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.
- F2The Series E Preferred Stock automatically converted into Existing Class A Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.
- F3The securities are directly held by New Enterprise Associates 13, L.P. ("NEA 13") and are indirectly held by NEA Partners 13, L.P. ("NEA Partners 13"), the sole general partner of NEA 13, NEA 13 GP, LTD ("NEA 13 LTD"), the sole general partner of NEA Partners 13 and each of the individual directors of NEA 13 LTD (NEA Partners 13, NEA 13 LTD and the individual directors of NEA 13 LTD (collectively, the "Directors") together, the "Indirect Reporting Persons"). The Directors of NEA 13 LTD are M. James Barrett, Peter J. Barris, Forest Baskett, Ryan D. Drant, Patrick J. Kerins, Krishna "Kittu" Kolluri, David M. Mott, Scott D. Sandell, Ravi Viswanathan and Harry R. Weller. The Indirect Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA 13 securities in which the Indirect Reporting Persons have no pecuniary interest.
- F4Immediately prior to the closing of the Issuer's initial public offering and following the conversion of each series of the Issuer's convertible preferred stock into Existing Class A Common Stock, each share of Existing Class A Common Stock was reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7.
- F5Each 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.