SEC Form 4 · accession 0001209191-18-038434
BOX INC · BOX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Daniel J Levin
Director
Period of report
Jun 14, 2018
Accepted (ET)
Jun 18, 2018 · 8:20 pm EDT
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 StockF1,F2 | Jun 14, 2018 | C | 658,600 | — | A | 658,600 | I | See footnote |
| Class A Common StockF4,F2 | Jun 15, 2018 | S | 78,344 | $26.55 | D | 580,256 | I | See footnote |
| Class A Common StockF5,F2 | Jun 15, 2018 | S | 1,656 | $26.86 | D | 578,600 | I | See footnote |
| Class A Common Stock | holding | — | — | — | 5,790 | 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 StockF2,F1 | — | Jun 14, 2018 | C | 658,600 | D | — | — | Class A Common Stock | 658,600 | 0 | I |
| Employee Stock Option (right to buy)F7 | $4.63 | Jun 14, 2018 | J | 300,000 | D | — | Apr 18, 2023 | Class B Common Stock | 300,000 | 0 | D |
| Employee Stock Option (right to buy)F7 | $4.63 | Jun 14, 2018 | J | 300,000 | A | — | Apr 18, 2023 | Class A Common Stock | 300,000 | 300,000 | D |
| Employee Stock Option (right to buy)F8 | $4.63 | Jun 14, 2018 | J | 300,000 | D | — | Apr 18, 2023 | Class B Common Stock | 300,000 | 0 | D |
| Employee Stock Option (right to buy)F8 | $4.63 | Jun 14, 2018 | J | 300,000 | A | — | Apr 18, 2023 | Class A Common Stock | 300,000 | 300,000 | D |
| Employee Stock Option (right to buy)F9 | $17.85 | Jun 14, 2018 | J | 300,000 | D | — | Apr 2, 2024 | Class B Common Stock | 300,000 | 0 | D |
| Employee Stock Option (right to buy)F9 | $17.85 | Jun 14, 2018 | J | 300,000 | A | — | Apr 2, 2024 | Class A Common Stock | 300,000 | 300,000 | D |
| Employee Stock Option (right to buy)F10 | $14.05 | Jun 14, 2018 | J | 188,499 | D | — | Jan 1, 2025 | Class B Common Stock | 188,499 | 0 | D |
| Employee Stock Option (right to buy)F10 | $14.05 | Jun 14, 2018 | J | 188,499 | A | — | Jan 1, 2025 | Class A Common Stock | 188,499 | 188,499 | D |
Explanation of responses
- F1This does not represent a sale or purchase of Issuer's common stock; rather, it represents the automatic conversion of shares of the Issuer's Class B Common Stock into shares of the Issuer's Class A Common Stock, which occurred when outstanding Class B Common Stock no longer represented at least 5% of the Issuer's total outstanding common stock, as set forth in the Issuer's Amended and Restated Certificate of Incorporation.
- 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 Daniel J. Levin and Naomi J. Andrews, as Trustees of the Levin/Andrews Family Trust.
- F3The reported sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on October 10, 2017.
- F4This sale price represents the weighted average sale price of the shares sold ranging from $25.85 to $26.845 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.
- F5This sale price represents the weighted average sale price of the shares sold ranging from $26.85 to $26.87 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.
- F6In connection with the automatic conversion described in footnote (1) above, outstanding Class B Common Stock restricted stock units and options that were issued under the Issuer's 2011 Equity Incentive Plan and 2006 Stock Incentive Plan remain unchanged, except that the underlying shares are now Class A Common Stock.
- F71/96 of the shares subject to the option vest monthly over two years beginning on March 1, 2013, and 1/32 of the shares vest monthly thereafter.
- F8The shares subject to the option are fully vested and exercisable.
- F91/4 of the shares subject to the option vest on February 1, 2015, and 1/48 of the shares vest monthly thereafter.