SEC Form 4 · accession 0001209191-18-038435
BOX INC · BOX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeff Mannie
Officer — VP Controller & Chief Acct Ofr
Period of report
Jun 14, 2018
Accepted (ET)
Jun 18, 2018 · 8:21 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,F3 | Jun 14, 2018 | C | 40,451 | — | A | 108,151 | 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 StockF1 | — | Jun 14, 2018 | C | 40,451 | D | — | — | Class A Common Stock | 40,451 | 0 | D |
| Employee Stock Option (right to buy)F4 | $4.63 | Jun 14, 2018 | J | 95,000 | D | — | May 12, 2023 | Class B Common Stock | 95,000 | 0 | D |
| Employee Stock Option (right to buy)F4 | $4.63 | Jun 14, 2018 | J | 95,000 | A | — | May 12, 2023 | Class A Common Stock | 95,000 | 95,000 | D |
| Employee Stock Option (right to buy)F5 | $14.05 | Jun 14, 2018 | J | 15,000 | D | — | Jan 1, 2025 | Class B Common Stock | 15,000 | 0 | D |
| Employee Stock Option (right to buy)F5 | $14.05 | Jun 14, 2018 | J | 15,000 | A | — | Jan 1, 2025 | Class A Common Stock | 15,000 | 15,000 | 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.
- F2In 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.
- F3Includes 56,875 RSUs that represent contingent rights to receive 56,875 shares of the Issuer's Class A Common Stock upon settlement.
- F4The shares subject to the option are fully vested and exercisable.
- F51/4 of the shares subject to the option vest on March 20, 2016, and 1/48 of the shares vest monthly thereafter.