SEC Form 4 · accession 0001209191-15-007540
BOX INC · BOX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Daniel J Levin
Officer — President & COO · Director · 10% Owner
Period of report
Jan 28, 2015
Accepted (ET)
Jan 29, 2015 · 6:10 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 | J | 1,286,254 | — | D | 0 | I | See footnote |
| Existing Class A Common StockF1,F2,F4 | Jan 28, 2015 | J | 134,184 | — | D | 0 | I | See footnote |
| Existing Class A Common StockF1,F2,F5 | Jan 28, 2015 | J | 134,184 | — | 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 StockF1,F6,F3 | — | Jan 28, 2015 | J | 1,286,254 | A | — | — | Class A Common Stock | 1,286,254 | 1,286,254 | I |
| Class B Common StockF1,F6,F4 | — | Jan 28, 2015 | J | 134,184 | A | — | — | Class A Common Stock | 134,184 | 134,184 | I |
| Class B Common StockF1,F6,F5 | — | Jan 28, 2015 | J | 134,184 | A | — | — | Class A Common Stock | 134,184 | 134,184 | I |
| Employee Stock Option (right to buy)F7,F8 | $4.63 | Jan 28, 2015 | C | 300,000 | D | — | Apr 18, 2023 | Existing Class B Common Stock | 300,000 | 0 | D |
| Employee Stock Option (right to buy)F7,F8 | $4.63 | Jan 28, 2015 | C | 300,000 | A | — | Apr 18, 2023 | Existing Class A Common Stock | 300,000 | 300,000 | D |
| Employee Stock Option (right to buy)F7,F1 | $4.63 | Jan 28, 2015 | J | 300,000 | D | — | Apr 18, 2023 | Existing Class A Common Stock | 300,000 | 0 | D |
| Employee Stock Option (right to buy)F7,F1,F6 | $4.63 | Jan 28, 2015 | J | 300,000 | A | — | Apr 18, 2023 | Class B Common Stock | 300,000 | 300,000 | D |
| Employee Stock Option (right to buy)F9,F8 | $4.63 | Jan 28, 2015 | C | 300,000 | D | — | Apr 18, 2023 | Existing Class B Common Stock | 300,000 | 0 | D |
| Employee Stock Option (right to buy)F9,F8 | $4.63 | Jan 28, 2015 | C | 300,000 | A | — | Apr 18, 2023 | Existing Class A Common Stock | 300,000 | 300,000 | D |
| Employee Stock Option (right to buy)F9,F1 | $4.63 | Jan 28, 2015 | J | 300,000 | D | — | Apr 18, 2023 | Existing Class A Common Stock | 300,000 | 0 | D |
| Employee Stock Option (right to buy)F9,F1,F6 | $4.63 | Jan 28, 2015 | J | 300,000 | A | — | Apr 18, 2023 | Class B Common Stock | 300,000 | 300,000 | D |
| Employee Stock Option (right to buy)F10,F8 | $17.85 | Jan 28, 2015 | C | 300,000 | D | — | Apr 2, 2024 | Existing Class B Common Stock | 300,000 | 0 | D |
| Employee Stock Option (right to buy)F10,F8 | $17.85 | Jan 28, 2015 | C | 300,000 | A | — | Apr 2, 2024 | Existing Class A Common Stock | 300,000 | 300,000 | D |
| Employee Stock Option (right to buy)F10,F1 | $17.85 | Jan 28, 2015 | J | 300,000 | D | — | Apr 2, 2024 | Existing Class A Common Stock | 300,000 | 0 | D |
| Employee Stock Option (right to buy)F10,F1,F6 | $17.85 | Jan 28, 2015 | J | 300,000 | A | — | Apr 2, 2024 | Class B Common Stock | 300,000 | 300,000 | D |
| Employee Stock Option (right to buy)F11,F8 | $14.05 | Jan 28, 2015 | C | 250,000 | D | — | Jan 1, 2025 | Existing Class B Common Stock | 250,000 | 0 | D |
| Employee Stock Option (right to buy)F11,F8 | $14.05 | Jan 28, 2015 | C | 250,000 | A | — | Jan 1, 2025 | Existing Class A Common Stock | 250,000 | 250,000 | D |
| Employee Stock Option (right to buy)F11,F1 | $14.05 | Jan 28, 2015 | J | 250,000 | D | — | Jan 1, 2025 | Existing Class A Common Stock | 250,000 | 0 | D |
| Employee Stock Option (right to buy)F11,F1,F6 | $14.05 | Jan 28, 2015 | J | 250,000 | A | — | Jan 1, 2025 | Class B Common Stock | 250,000 | 250,000 | D |
Explanation of responses
- F1Immediately prior to the closing of the Issuer's initial public offering and following the conversion of the Issuer's existing Class B Common Stock ("Existing Class B Common Stock") into the Issuer's existing Class A Common Stock ("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.
- F101/4 of the shares subject to the option vest on February 1, 2015, and 1/48 of the shares vest monthly thereafter.
- F111/4 of the shares subject to the option vest on March 20, 2016, and 1/48 of the shares vest monthly thereafter.
- F2This amount reflects the transfer of 22,066 shares of Existing Class A Common Stock from the Daniel Levin GRAT dated 12/10/13 ("Levin GRAT") and 22,066 shares of Existing Class A Common Stock from the Naomi J. Andrews GRAT dated 12/10/13 ("Andrews GRAT") to Daniel J. Levin and Naomi J. Andrews, as Trustees of the Levin/Andrews Family Trust dated 9/18/99 ("Levin/Andrews Family Trust") as an annuity payment.
- F3The shares are held of record by Daniel J. Levin and Naomi J. Andrews, as Trustees of the Levin/Andrews Family Trust.
- F4The shares are held of record by the Levin GRAT, for which the Reporting Person serves as trustee.
- F5The shares are held of record by the Andrews GRAT, for which the Reporting Person's spouse serves as trustee.
- 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.
- F71/96 of the shares subject to the option vest monthly over two years beginning on March 1, 2013, and 1/32 of the shares vest monthly thereafter.
- F8The Existing Class B Common Stock underlying the reported option 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.
- F9The shares subject to the option are fully vested and exercisable.