SEC Form 4 · accession 0001209191-15-007543

BOX INC · BOX

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Dylan C Smith

Officer — Chief Financial Officer · Director · 10% Owner

Period of report

Jan 28, 2015

Accepted (ET)

Jan 29, 2015 · 6:13 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 Stock^F1	Jan 28, 2015	J	1,316,545	—	D	0	D
Existing Class A Common Stock^F1,F2	Jan 28, 2015	J	85,000	—	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 Stock^F1,F3	—	Jan 28, 2015	J	1,316,545	A	—	—	Class A Common Stock	1,316,545	1,316,545	D
Class B Common Stock^F1,F3,F2	—	Jan 28, 2015	J	85,000	A	—	—	Class A Common Stock	85,000	85,000	I
Employee Stock Option (right to buy)^F4,F1	$0.59	Jan 28, 2015	J	17,362	D	—	Apr 6, 2021	Existing Class A Common Stock	17,362	0	D
Employee Stock Option (right to buy)^F4,F1,F3	$0.59	Jan 28, 2015	J	17,362	A	—	Apr 6, 2021	Class B Common Stock	17,362	17,362	D
Employee Stock Option (right to buy)^F5,F6	$1.16	Jan 28, 2015	C	240,000	D	—	Mar 31, 2022	Existing Class B Common Stock	240,000	0	D
Employee Stock Option (right to buy)^F5,F6	$1.16	Jan 28, 2015	C	240,000	A	—	Mar 31, 2022	Existing Class A Common Stock	240,000	240,000	D
Employee Stock Option (right to buy)^F5,F1	$1.16	Jan 28, 2015	J	240,000	D	—	Mar 31, 2022	Existing Class A Common Stock	240,000	0	D
Employee Stock Option (right to buy)^F5,F1,F3	$1.16	Jan 28, 2015	J	240,000	A	—	Mar 31, 2022	Class B Common Stock	240,000	240,000	D
Employee Stock Option (right to buy)^F7,F6	$1.16	Jan 28, 2015	C	140,000	D	—	Mar 31, 2022	Existing Class B Common Stock	140,000	0	D
Employee Stock Option (right to buy)^F7,F6	$1.16	Jan 28, 2015	C	140,000	A	—	Mar 31, 2022	Existing Class A Common Stock	140,000	140,000	D
Employee Stock Option (right to buy)^F7,F1	$1.16	Jan 28, 2015	J	140,000	D	—	Mar 31, 2022	Existing Class A Common Stock	140,000	0	D
Employee Stock Option (right to buy)^F7,F1,F3	$1.16	Jan 28, 2015	J	140,000	A	—	Mar 31, 2022	Class B Common Stock	140,000	140,000	D
Employee Stock Option (right to buy)^F8,F6	$4.63	Jan 28, 2015	C	140,000	D	—	Feb 6, 2023	Existing Class B Common Stock	140,000	0	D
Employee Stock Option (right to buy)^F8,F6	$4.63	Jan 28, 2015	C	140,000	A	—	Feb 6, 2023	Existing Class A Common Stock	140,000	140,000	D
Employee Stock Option (right to buy)^F8,F1	$4.63	Jan 28, 2015	J	140,000	D	—	Feb 6, 2023	Existing Class A Common Stock	140,000	0	D
Employee Stock Option (right to buy)^F8,F1,F3	$4.63	Jan 28, 2015	J	140,000	A	—	Feb 6, 2023	Class B Common Stock	140,000	140,000	D
Employee Stock Option (right to buy)^F9,F6	$17.85	Jan 28, 2015	C	140,000	D	—	Apr 2, 2024	Existing Class B Common Stock	140,000	0	D
Employee Stock Option (right to buy)^F9,F6	$17.85	Jan 28, 2015	C	140,000	A	—	Apr 2, 2024	Existing Class A Common Stock	140,000	140,000	D
Employee Stock Option (right to buy)^F9,F1	$17.85	Jan 28, 2015	J	140,000	D	—	Apr 2, 2024	Existing Class A Common Stock	140,000	0	D
Employee Stock Option (right to buy)^F9,F1,F3	$17.85	Jan 28, 2015	J	140,000	A	—	Apr 2, 2024	Class B Common Stock	140,000	140,000	D
Employee Stock Option (right to buy)^F10,F6	$14.05	Jan 28, 2015	C	120,000	D	—	Jan 1, 2025	Existing Class B Common Stock	120,000	0	D
Employee Stock Option (right to buy)^F10,F6	$14.05	Jan 28, 2015	C	120,000	A	—	Jan 1, 2025	Existing Class A Common Stock	120,000	120,000	D
Employee Stock Option (right to buy)^F10,F1	$14.05	Jan 28, 2015	J	120,000	D	—	Jan 1, 2025	Existing Class A Common Stock	120,000	0	D
Employee Stock Option (right to buy)^F10,F1,F3	$14.05	Jan 28, 2015	J	120,000	A	—	Jan 1, 2025	Class B Common Stock	120,000	120,000	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 March 20, 2016, and 1/48 of the shares vest monthly thereafter.
F2The shares are held of record by the DCS GRAT of 2014, for which the Reporting Person serves as trustee.
F3Each 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.
F4The shares subject to the option are fully vested and exercisable.
F51/36 of the shares subject to the option vested on February 1, 2012, and 1/36 of the shares vest monthly thereafter.
F6The 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.
F71/96 of the shares subject to the option vest monthly over two years beginning on February 1, 2012, and 1/32 of the shares vest monthly thereafter.
F81/96 of the shares subject to the option vest monthly over two years beginning on February 1, 2013, and 1/32 of the shares vest monthly thereafter.
F91/4 of the shares subject to the option vest on February 1, 2015, and 1/48 of the shares vest monthly thereafter.