SEC Form 4 · accession 0001209191-15-007570
BOX INC · BOX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Period of report
Jan 28, 2015
Accepted (ET)
Jan 29, 2015 · 6:35 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,F4,F5,F6,F7,F8,F9,F10,F11 | Jan 28, 2015 | C | 22,866,047 | — | A | 23,016,047 | I | See footnotes |
| Existing Class A Common StockF12,F8,F9,F10,F11 | Jan 28, 2015 | J | 23,016,047 | — | D | 0 | I | See footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Preferred StockF1,F8,F9,F13 | — | Jan 28, 2015 | C | 4,877,906 | D | — | — | Existing Class A Common Stock | 4,877,906 | 0 | I |
| Series B Preferred StockF2,F8,F9,F14 | — | Jan 28, 2015 | C | 10,264,545 | D | — | — | Existing Class A Common Stock | 10,264,545 | 0 | I |
| Series C Preferred StockF3,F8,F9,F15 | — | Jan 28, 2015 | C | 4,504,703 | D | — | — | Existing Class A Common Stock | 4,504,703 | 0 | I |
| Series D Preferred StockF4,F8,F9,F16 | — | Jan 28, 2015 | C | 1,715,928 | D | — | — | Existing Class A Common Stock | 1,715,928 | 0 | I |
| Series D-1 Preferred StockF5,F10,F17 | — | Jan 28, 2015 | C | 996,090 | D | — | — | Existing Class A Common Stock | 996,090 | 0 | I |
| Series E Preferred StockF6,F10,F18 | — | Jan 28, 2015 | C | 229,097 | D | — | — | Existing Class A Common Stock | 229,097 | 0 | I |
| Series E-1 Preferred StockF7,F10,F19 | — | Jan 28, 2015 | C | 277,778 | D | — | — | Existing Class A Common Stock | 277,778 | 0 | I |
| Class B Common StockF20,F8,F9,F10,F11 | — | Jan 28, 2015 | J | 23,016,047 | A | — | — | Class A Common Stock | 23,016,047 | 23,016,047 | I |
Explanation of responses
- F1The Series A 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.
- F10John H.N. Fisher, Barry M. Schuler and Mark W. Bailey are managing directors of the general partner entities of Draper Fisher Jurvetson Growth Fund 2006, L.P. (Growth Fund) that directly hold shares and as such they may be deemed to have voting and investment power with respect to such shares. Draper Fisher Jurvetson Partners Growth Fund 2006, LLC (Growth Partners) invests lockstep alongside Growth Fund. The managing members of Growth Partners are John H.N. Fisher, Barry M. Schuler, Mark W. Bailey, Timothy C. Draper and Stephen T. Jurvetson. These individuals disclaim beneficial ownership of these shares except to the extent of their pecuniary interest therein.
- F111,490,740 of these shares are owned directly by DALP, 4,660,560 of these shares are owned directly by Fund IX, 14,904,281 of these shares are owned directly by Fund VIII, 126,295 of these shares are owned directly by Partners IX, 331,206 of these shares are owned directly by Partners VIII, 1,390,544 of these shares are owned directly by Growth Fund, and 112,421 of these shares are owned directly by Growth Partners.
- F12Immediately 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.
- F13390,233 of these shares are owned directly by DALP, 4,390,115 of these shares are owned directly by Fund VIII, and 97,558 of these shares are owned directly by Partners VIII.
- F14821,162 of these shares are owned directly by DALP, 9,238,092 of these shares are owned directly by Fund VIII, and 205,291 of these shares are owned directly by Partners VIII.
- F15198,650 of these shares are owned directly by DALP, 3,272,755 of these shares are owned directly by Fund IX, 924,076 of these shares are owned directly by Fund VIII, 88,687 of these shares are owned directly by Partners IX, and 20,535 of these shares are owned directly by Partners VIII.
- F1675,670 of these shares are owned directly by DALP, 1,246,655 of these shares are owned directly by Fund IX, 351,998 of these shares are owned directly by Fund VIII, 33,783 of these shares are owned directly by Partners IX, and 7,822 of these shares are owned directly by Partners VIII.
- F17921,583 of these shares are owned directly by Growth Fund, and 74,507 of these shares are owned directly by Growth Partners.
- F18211,961 of these shares are owned directly by Growth Fund, and 17,136 of these shares are owned directly by Growth Partners.
- F19257,000 of these shares are owned directly by Growth Fund, and 20,778 of these shares are owned directly by Growth Partners.
- F2The Series B 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.
- F20Each 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.
- F3The Series C 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.
- F4The Series D 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.
- F5The 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.
- F6The 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.
- F7The Series E-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.
- F8The General Partner of Draper Associates, L.P. (DALP) is Draper Associates, Inc. which is controlled by its President and majority shareholder, Timothy C. Draper. DALP invests lockstep alongside Draper Fisher Jurvetson Fund VIII, L.P. (Fund VIII) and Draper Fisher Jurvetson Fund IX, L.P. (Fund IX).
- F9Timothy C. Draper, John H.N. Fisher and Stephen T. Jurvetson are managing directors of the general partner entities of Fund VIII and Fund IX that directly hold shares and as such they may be deemed to have voting and investment power with respect to such shares. Draper Fisher Jurvetson Partners VIII, LLC (Partners VIII) invests lockstep alongside Fund VIII. Draper Fisher Jurvetson Partners IX, LLC (Partners IX) invests lockstep alongside Fund IX. The managing members of Partners VIII and Partners IX are Timothy C. Draper, John H.N. Fisher and Stephen T. Jurvetson. These individuals disclaim beneficial ownership of these shares except to the extent of their pecuniary interest therein.
Remarks
This report is filed as form 2 of 2 to report related transactions for the following filers: Draper Fisher Jurvetson Fund VIII, L.P.; Draper Fisher Jurvetson Partners VIII, LLC; Draper Fisher Jurvetson Fund IX, L.P.; Draper Fisher Jurvetson Partners IX, LLC; Draper Associates, L.P.; Timothy Draper; John Fisher; Stephen Jurvetson; Mark Bailey; Barry Schuler; Draper Fisher Jurvetson Growth Fund 2006, L.P.; and Draper Fisher Jurvetson Partners Growth Fund 2006, LLC.