SEC Form 4 · accession 0001209191-15-007214
BOX INC · BOX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Paul S Madera
10% Owner
Michael B Gordon
10% Owner
George Bischof
10% Owner
Rob Ward
10% Owner
Meritech Capital Partners IV L.P.
10% Owner
Meritech Capital Affiliates IV L.P.
10% Owner
Craig Sherman
10% Owner
Period of report
Jan 28, 2015
Accepted (ET)
Jan 28, 2015 · 8:04 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 | 4,498,408 | — | A | 4,498,408 | I | See footnote |
| Existing Class A Common StockF1,F2,F4 | Jan 28, 2015 | C | 111,089 | — | A | 111,089 | I | See footnote |
| Existing Class A Common StockF5,F3 | Jan 28, 2015 | J | 4,498,408 | — | D | 0 | I | See footnote |
| Existing Class A Common StockF5,F4 | Jan 28, 2015 | J | 111,089 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series D Preferred StockF3,F1 | — | Jan 28, 2015 | C | 4,012,366 | D | — | — | Existing Class A Common Stock | 4,012,366 | 0 | I |
| Series D Preferred StockF4,F1 | — | Jan 28, 2015 | C | 99,086 | D | — | — | Existing Class A Common Stock | 99,086 | 0 | I |
| Series D-1 Preferred StockF3,F2 | — | Jan 28, 2015 | C | 486,042 | D | — | — | Existing Class A Common Stock | 486,042 | 0 | I |
| Series D-1 Preferred StockF4,F2 | — | Jan 28, 2015 | C | 12,003 | D | — | — | Existing Class A Common Stock | 12,003 | 0 | I |
| Class B Common StockF6,F3 | — | Jan 28, 2015 | J | 4,498,408 | A | — | — | Class A Common Stock | 4,498,408 | 4,498,408 | I |
| Class B Common StockF6,F4 | — | Jan 28, 2015 | J | 111,089 | A | — | — | Class A Common Stock | 111,089 | 111,089 | I |
Explanation of responses
- F1The Series D 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 D-1 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 reported securities are held of record by Meritech Capital Partners IV L.P. ("MCP IV"). Meritech Capital Associates IV L.L.C., the general partner of MCP IV, has sole voting and dispositive power with respect to the securities held by MCP IV. Paul S. Madera, Michael B. Gordon, Robert D. Ward, George H. Bischof and Craig Sherman, the managing members of Meritech Capital Associates IV L.L.C., share voting and dispositive power with respect to the shares held by MCP IV. Such persons and entities disclaim beneficial ownership of the securities held by MCP IV except to the extent of any pecuniary interest therein.
- F4The reported securities are held of record by Meritech Capital Affiliates IV L.P ("MCA IV"). Meritech Capital Associates IV L.L.C., the general partner of MCA IV, has sole voting and dispositive power with respect to the securities held by MCA IV. Paul S. Madera, Michael B. Gordon, Robert D. Ward, George H. Bischof and Craig Sherman, the managing members of Meritech Capital Associates IV L.L.C., share voting and dispositive power with respect to the shares held by MCA IV. Such persons and entities disclaim beneficial ownership of the securities held by MCA IV except to the extent of any pecuniary interest therein.
- F5Immediately 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.
- F6Each 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.