SEC Form 4 · accession 0001209191-18-038437

BOX INC · BOX

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

Reporting owner

Dylan C Smith

Officer — Chief Financial Officer · Director · 10% Owner

Period of report

Jun 14, 2018

Accepted (ET)

Jun 18, 2018 · 8:31 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 Stock^F1	Jun 14, 2018	C	1,210,545	—	A	1,210,545	D
Class A Common Stock^F1,F2	Jun 14, 2018	C	85,000	—	A	85,000	I	See footnote

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^F1	—	Jun 14, 2018	C	1,210,545	D	—	—	Class A Common Stock	1,210,545	0	D
Class B Common Stock^F2,F1	—	Jun 14, 2018	C	85,000	D	—	—	Class A Common Stock	85,000	0	I
Employee Stock Option (right to buy)^F4	$0.59	Jun 14, 2018	J	17,362	D	—	Apr 6, 2021	Class B Common Stock	17,362	0	D
Employee Stock Option (right to buy)^F4	$0.59	Jun 14, 2018	J	17,362	A	—	Apr 6, 2021	Class A Common Stock	17,362	17,362	D
Employee Stock Option (right to buy)^F4	$1.16	Jun 14, 2018	J	240,000	D	—	Mar 31, 2022	Class B Common Stock	240,000	0	D
Employee Stock Option (right to buy)^F4	$1.16	Jun 14, 2018	J	240,000	A	—	Mar 31, 2022	Class A Common Stock	240,000	240,000	D
Employee Stock Option (right to buy)^F5	$1.16	Jun 14, 2018	J	140,000	D	—	Mar 31, 2022	Class B Common Stock	140,000	0	D
Employee Stock Option (right to buy)^F5	$1.16	Jun 14, 2018	J	140,000	A	—	Mar 31, 2022	Class A Common Stock	140,000	140,000	D
Employee Stock Option (right to buy)^F6	$4.63	Jun 14, 2018	J	140,000	D	—	Feb 6, 2023	Class B Common Stock	140,000	0	D
Employee Stock Option (right to buy)^F6	$4.63	Jun 14, 2018	J	140,000	A	—	Feb 6, 2023	Class A Common Stock	140,000	140,000	D
Employee Stock Option (right to buy)^F4	$17.85	Jun 14, 2018	J	140,000	D	—	Apr 2, 2024	Class B Common Stock	140,000	0	D
Employee Stock Option (right to buy)^F4	$17.85	Jun 14, 2018	J	140,000	A	—	Apr 2, 2024	Class A Common Stock	140,000	140,000	D
Employee Stock Option (right to buy)^F7	$14.05	Jun 14, 2018	J	120,000	D	—	Jan 1, 2025	Class B Common Stock	120,000	0	D
Employee Stock Option (right to buy)^F7	$14.05	Jun 14, 2018	J	120,000	A	—	Jan 1, 2025	Class A Common Stock	120,000	120,000	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.
F2The shares are held of record by the DCS GRAT of 2014, for which the Reporting Person serves as trustee.
F3In 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.
F4The shares subject to the option are fully vested and exercisable.
F51/96 of the shares subject to the option vest monthly over two years beginning on February 1, 2012, and 1/32 of the shares vest monthly thereafter.
F61/96 of the shares subject to the option vest monthly over two years beginning on February 1, 2013, and 1/32 of the shares vest monthly thereafter.
F71/4 of the shares subject to the option vest on March 20, 2016, and 1/48 of the shares vest monthly thereafter.