SEC Form 4 · accession 0001209191-15-007552
BOX INC · BOX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Graham R Younger
Officer — EVP Worldwide Field Operations
Period of report
Jan 28, 2015
Accepted (ET)
Jan 29, 2015 · 6:24 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 | Jan 28, 2015 | C | 176,000 | — | D | 0 | D | |
| Existing Class A Common StockF2,F3 | Jan 28, 2015 | C | 176,000 | — | A | 176,000 | D | |
| Existing Class A Common StockF3,F4 | Jan 28, 2015 | J | 176,000 | — | D | 0 | D | |
| Class A Common StockF4,F5 | Jan 28, 2015 | J | 176,000 | — | A | 176,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F6,F2 | $17.85 | Jan 28, 2015 | C | 224,000 | D | — | Apr 2, 2024 | Existing Class B Common Stock | 224,000 | 0 | D |
| Employee Stock Option (right to buy)F6,F2 | $17.85 | Jan 28, 2015 | C | 224,000 | A | — | Apr 2, 2024 | Existing Class A Common Stock | 224,000 | 224,000 | D |
| Employee Stock Option (right to buy)F6,F4 | $17.85 | Jan 28, 2015 | J | 224,000 | D | — | Apr 2, 2024 | Existing Class A Common Stock | 224,000 | 0 | D |
| Employee Stock Option (right to buy)F6,F4,F7 | $17.85 | Jan 28, 2015 | J | 224,000 | A | — | Apr 2, 2024 | Class B Common Stock | 224,000 | 224,000 | D |
Explanation of responses
- F1Each share is represented by a restricted stock unit (RSU). Each RSU represents a contingent right to receive one share of the Issuer's existing Class B Common Stock ("Existing Class B Common Stock") upon settlement. Each share of Existing Class B Common Stock is convertible into one share of the Issuer's existing Class A Common Stock ("Existing Class A Common Stock") upon the election of the Issuer and has no expiration date.
- F2The Issuer's Existing Class B Common 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.
- F3Each share is represented by an RSU. Each RSU represents a contingent right to receive one share of Existing Class A Common Stock upon settlement.
- F4Immediately prior to the closing of the Issuer's initial public offering and following the conversion of Existing Class B Common 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 is represented by an RSU. Each RSU represents a contingent right to receive one share of the Issuer's Class B common stock upon settlement. Each 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.
- F61/4 of the shares subject to the option vest on February 18, 2015, and 1/48 of the shares vest monthly thereafter.
- F7Each 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.