SEC Form 4 · accession 0001209191-18-039262
BOX INC · BOX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Rory O'Driscoll
Director
Period of report
Jun 20, 2018
Accepted (ET)
Jun 22, 2018 · 4:52 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 20, 2018 | A | 3,699 | $0.00 | A | 9,081 | D | |
| Class A Common StockF3 | holding | — | — | — | 1,012,362 | I | See footnote | |
| Class A Common StockF4 | holding | — | — | — | 14,284 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F7,F6 | $29.01 | Jun 20, 2018 | A | 7,398 | A | — | Jun 19, 2028 | Class A Common Stock | 7,398 | 7,398 | D |
Explanation of responses
- F1Represents an automatic annual restricted stock unit (RSU) award pursuant to the issuer's Outside Director Compensation Policy. Each RSU represents a contingent right to receive one share of the issuer's Class A Common Stock upon settlement. 100% of the RSUs vest on the earlier of June 20, 2019 or the next annual meeting of the stockholders of the issuer.
- F2Pursuant to the policies of Scale Venture Partners III, LP ("Scale Partners") and Scale Management III, LLC ("Scale Management III") and 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.
- F3The shares are held of record by Scale Venture Partners III, L.P. ("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 are held of record by Scale Management, LLC ("Scale Management"). Stacey Bishop, Kate Mitchell, Rory O'Driscoll and Andy Vitus, the managing members of Scale Management, share voting and dispositive power with respect to the shares held by Scale Management. The reporting person disclaims beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.
- F5On June 14, 2018, each share of the Issuer's Class B Common Stock automatically converted into one share of Class A Common Stock pursuant to the Issuer's amended and restated certificate of incorporation.
- F6Represents an automatic annual stock option award pursuant to the issuer's Outside Director Compensation Policy. 100% of the shares subject to the option vest on the earlier of June 20, 2019 or the next annual meeting of the stockholders of the issuer.
- F7Pursuant to the policies of Scale Partners, Scale Management III and Scale Management, the Reporting Person is deemed to hold the reported option for the benefit of Scale Management,and must exercise the option solely at the direction of Scale Partners and Scale Management III. Scale Management may be deemed the indirect beneficial owner of the option. The Reporting Person disclaims beneficial ownership of the option except to the extent of his pecuniary interest therein.