SEC Form 4 · accession 0001209191-15-008015
BOX INC · BOX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Bessemer Venture Partners VIII L.P.
10% Owner
Deer VIII & Co. L.P.
Director · 10% Owner
Deer VIII & Co. Ltd.
10% Owner
Period of report
Jan 28, 2015
Accepted (ET)
Jan 30, 2015 · 6:08 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 | Jan 28, 2015 | C | 5,037,091 | — | A | 5,037,091 | I | See footnotes |
| Existing Class A Common StockF9,F8 | Jan 28, 2015 | J | 5,037,091 | — | 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,F11 | — | Jan 28, 2015 | C | 350,514 | D | — | — | Existing Class A Common Stock | 350,514 | 0 | I |
| Series B Preferred StockF2,F8,F12 | — | Jan 28, 2015 | C | 1,345,970 | D | — | — | Existing Class A Common Stock | 1,345,970 | 0 | I |
| Series C Preferred StockF3,F8,F13 | — | Jan 28, 2015 | C | 509,633 | D | — | — | Existing Class A Common Stock | 509,633 | 0 | I |
| Series D-2 Preferred StockF4,F8,F14 | — | Jan 28, 2015 | C | 1,654,588 | D | — | — | Existing Class A Common Stock | 1,654,588 | 0 | I |
| Series E Preferred StockF5,F8,F15 | — | Jan 28, 2015 | C | 916,386 | D | — | — | Existing Class A Common Stock | 916,386 | 0 | I |
| Series E-1 Preferred StockF6,F8,F16 | — | Jan 28, 2015 | C | 260,000 | D | — | — | Existing Class A Common Stock | 260,000 | 0 | I |
| Class B Common StockF9,F17,F8,F10 | — | Jan 28, 2015 | J | 5,037,091 | A | — | — | Class A Common Stock | 5,037,091 | 5,037,091 | 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.
- F10Following the reclassification of Existing Class A to Class B Common Stock, BVP VIII Inst and BVP VIII own 2,750,252 and 2,286,839 shares, respectively, of the Class B Common Stock.
- F11BVP VIII Inst and BVP VIII owned 191,381 and 159,133 shares, respectively, of the Series A Preferred Stock.
- F12BVP VIII Inst and BVP VIII owned 734,900 and 611,070 shares, respectively, of the Series B Preferred Stock.
- F13BVP VIII Inst and BVP VIII owned 278,260 and 231,373 shares, respectively, of the Series C Preferred Stock.
- F14BVP VIII Inst and BVP VIII owned 903,405and 751,183 shares, respectively, of the Series D-2 Preferred Stock.
- F15BVP VIII Inst and BVP VIII owned 500,346 and 416,040 shares, respectively, of the Series E Preferred Stock.
- F16BVP VIII Inst and BVP VIII owned 141,960 and 118,040 shares, respectively, of the Series E-1 Preferred Stock.
- F17Each 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.
- 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.
- 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-2 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 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.
- F6The 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.
- F7After the above conversions, Bessemer Venture Partners VIII Institutional L.P. ("BVP VIII Inst") and Bessemer Venture Partners VIII L.P. ("BVP VIII", and together with BVP VIII Inst, the "Funds") owned 2,750,252 and 2,286,839 shares, respectively, of Existing Class A Common Stock.
- F8Deer VIII & Co. L.P. ("Deer VIII") is the general partner of each of the Funds. Deer VIII & Co. Ltd ("Deer Ltd.") is the general partner of Deer VIII. Deer VIII disclaims beneficial ownership of the shares held by the Funds (the "Shares") and this report shall not be deemed an admission that such reporting person is the beneficial owner of such Shares, except to the extent of its pecuniary interest, if any, in the Shares by virtue of its general partner interests in the Funds. Deer Ltd. disclaims beneficial ownership of the Shares and this report shall not be deemed an admission that such reporting person is the beneficial owner of such Shares, except to the extent of its pecuniary interest, if any, in the Shares by virtue of its general partner interest in Deer VIII.
- F9Immediately 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.