BOX INC — Director's Dealing 2015

Jun 26, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOX INC (BOX)
CIK: 0001372612
Period of Report: 2015-06-23

Reporting Person: O'Driscoll Rory (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-06-23	Class A Common Stock	A	5767	$0.00	Acquired	5767	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-06-23	Stock Option (Right to Buy)	$17.55	A	11534	Acquired	2025-06-23	Class A Common Stock (11534)	Direct

Footnotes

F1: Represents an automatic annual restricted stock unit (RSU) award pursuant to the issuer's Outside Director Compensation Policy, which became effective on January 22, 2015. 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 23, 2016 or the next annual meeting of the stockholders of the issuer.

F2: Pursuant to the policies of Scale Venture Partners III, LP ("Scale Partners") and Scale Venture Management III, LLC ("Scale Management III") and Scale Management LLC ("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.

F3: Represents 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 23, 2016 or the next annual meeting of the stockholders of the issuer.

F4: Pursuant 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.