SEC Form 4 · accession 0001209191-17-003035

BOX INC · BOX

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

Reporting owner

Rory O'Driscoll

Director

Period of report

Jan 5, 2017

Accepted (ET)

Jan 9, 2017 · 7:53 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
Class A Common Stock^F2,F3	Jan 5, 2017	C	290,797	—	A	290,797	I	See footnote
Class A Common Stock^F4,F3	Jan 5, 2017	S	290,797	$14.48	D	0	I	See footnote
Class A Common Stock^F2,F3	Jan 6, 2017	C	315,000	—	A	315,000	I	See footnote
Class A Common Stock^F5,F3	Jan 6, 2017	S	315,000	$15.01	D	0	I	See footnote
Class A Common Stock^F2,F3	Jan 9, 2017	C	35,000	—	A	35,000	I	See footnote
Class A Common Stock^F6,F3	Jan 9, 2017	S	35,000	$14.99	D	0	I	See footnote
Class A Common Stock^F7	holding	—	—		—	14,284	D

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^F3,F2	—	Jan 5, 2017	C	290,797	D	—	—	Class A Common Stock	290,797	6,376,857	I
Class B Common Stock^F3,F2	—	Jan 6, 2017	C	315,000	D	—	—	Class A Common Stock	315,000	6,061,857	I
Class B Common Stock^F3,F2	—	Jan 9, 2017	C	35,000	D	—	—	Class A Common Stock	35,000	6,026,857	I

Explanation of responses

F1Represents the conversion of Class B Common Stock into Class A Common Stock held by Scale Venture Partners III, L.P. ("SVP III").
F2Each 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 shares are held of record by SVP III. Scale Venture Management III, LLC ("SVM III"), the general partner of SVP III, has sole voting and dispositive power with respect to the shares held by SVP III. Stacey Bishop, Kate Mitchell, Rory O'Driscoll and Andy Vitus, the managing members of SVM III, share voting and dispositive power with respect to the shares held by SVP III. The reporting person disclaims beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.
F4The shares were sold at prices ranging from $14.30 to $14.64. The reporting person will provide upon request to the SEC, the issuer or security holder of the issuer, full information regarding the number of shares sold at each separate price.
F5The shares were sold at prices ranging from $14.86 to $15.12. The reporting person will provide upon request to the SEC, the issuer or security holder of the issuer, full information regarding the number of shares sold at each separate price.
F6The shares were sold at prices ranging from $14.91 to $15.14. The reporting person will provide upon request to the SEC, the issuer or security holder of the issuer, full information regarding the number of shares sold at each separate price.
F7Pursuant to the policies of Scale Venture Partners III, LP ("Scale Partners") and Scale Management III, LLC ("Scale Management III") and Scale Management LLC ("Scale Management") the Reporting Person is deemed to hold the reported security for the benefit of Scale Management. Scale Management may be deemed the indirect beneficial owner of the security. The Reporting Person disclaims beneficial ownership of the security except to the extent of his pecuniary interest therein.