BOX INC — Director's Dealing 2015

Oct 22, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOX INC (BOX)
CIK: 0001372612
Period of Report: 2015-10-19

Reporting Person: Bessemer Venture Partners VIII L.P. (10% Owner)
Reporting Person: Deer VIII & Co. Ltd. (10% Owner)
Reporting Person: Deer VIII & Co. L.P. (10% Owner)
Reporting Person: Bessemer Venture Partners VIII Institutional L.P. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-10-19	Class A Common Stock	C	30000	$0.00	Acquired	30000	Indirect
2015-10-19	Class A Common Stock	S	30000	$13.5892	Disposed	0	Indirect
2015-10-20	Class A Common Stock	C	25473	$0.00	Acquired	25473	Indirect
2015-10-20	Class A Common Stock	S	25473	$13.5388	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-10-19	Class B Common Stock	$	C	30000	Disposed		Class A Common Stock (30000)	Indirect
2015-10-20	Class B Common Stock	$	C	25473	Disposed		Class A Common Stock (25473)	Indirect

Footnotes

F1: Each 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.

F2: Represents 13,620 shares sold by Bessemer Venture Partners VIII L.P. ("BVP VIII") and 16,380 shares sold by Bessemer Venture Partners VIII Institutional L.P. ("BVP VIII Inst," and together with BVP VIII, the "Funds").

F3: The price reported represents the weighted average sale price of the shares sold. The prices of the shares sold in the Reported Transaction ranged from $13.50 to $ 13.720. The Reporting Person hereby undertakes, upon request of the Staff of the U.S. Securities and Exchange Commission, the Issuer or a security holder of the Issuer, to provide full information regarding the number of shares sold at each separate price.

F4: After the reported transaction, BVP VIII owned 2,188,668 shares and BVP VIII Inst owned 2,632,184 shares.

F5: Deer VIII & Co. L.P. ("Deer VIII") is the general partner of each of the Funds. Deer VIII & Co. Ltd ("Deer Ltd.") is the general partner of Deer VIII. Deer VIII disclaims beneficial ownership of the shares held by the Funds (the "Shares") and this report shall not be deemed an admission that such reporting person is the beneficial owner of such Shares, except to the extent of its pecuniary interest, if any, in the Shares by virtue of its general partner interests in the Funds. Deer Ltd. disclaims beneficial ownership of the Shares and this report shall not be deemed an admission that such reporting person is the beneficial owner of such Shares, except to the extent of its pecuniary interest, if any, in the Shares by virtue of its general partner interest in Deer VIII.

F6: Represents 11,565 shares sold by BVP VIII and 13,908 shares sold by BVP VIII Inst.

F7: After the reported transaction, BVP VIII owned 2,177,103 shares and BVP VIII Inst owned 2,618,276 shares.

F8: The price reported represents the weighted average sale price of the shares sold. The prices of the shares sold in the Reported Transaction ranged from $13.50 to $13.820. The Reporting Person hereby undertakes, upon request of the Staff of the U.S. Securities and Exchange Commission, the Issuer or a security holder of the Issuer, to provide full information regarding the number of shares sold at each separate price.