BOX INC — Director's Dealing 2015

Jan 31, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOX INC (BOX)
CIK: 0001372612
Period of Report: 2015-01-28

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-28	Existing Class A Common Stock	C	5037091	—	Acquired	5037091	Indirect
2015-01-28	Existing Class A Common Stock	J	5037091	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-01-28	Series A Preferred Stock	$	C	350514	Disposed		Existing Class A Common Stock (350514)	Indirect
2015-01-28	Series B Preferred Stock	$	C	1345970	Disposed		Existing Class A Common Stock (1345970)	Indirect
2015-01-28	Series C Preferred Stock	$	C	509633	Disposed		Existing Class A Common Stock (509633)	Indirect
2015-01-28	Series D-2 Preferred Stock	$	C	1654588	Disposed		Existing Class A Common Stock (1654588)	Indirect
2015-01-28	Series E Preferred Stock	$	C	916386	Disposed		Existing Class A Common Stock (916386)	Indirect
2015-01-28	Series E-1 Preferred Stock	$	C	260000	Disposed		Existing Class A Common Stock (260000)	Indirect
2015-01-28	Class B Common Stock	$	J	5037091	Acquired		Class A Common Stock (5037091)	Indirect

Footnotes

F1: The Series A Preferred Stock automatically converted into the Issuer's existing Class A Common Stock ("Existing Class A Common Stock") on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.

F2: The Series B Preferred Stock automatically converted into Existing Class A Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.

F3: The Series C Preferred Stock automatically converted into Existing Class A Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.

F4: The Series D-2 Preferred Stock automatically converted into Existing Class A Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.

F5: The Series E Preferred Stock automatically converted into Existing Class A Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.

F6: The Series E-1 Preferred Stock automatically converted into Existing Class A Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.

F7: After the above conversions, Bessemer Venture Partners VIII Institutional L.P. ("BVP VIII Inst") and Bessemer Venture Partners VIII L.P. ("BVP VIII", and together with BVP VIII Inst, the "Funds") owned 2,750,252 and 2,286,839 shares, respectively, of Existing Class A Common Stock.

F8: 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.

F9: Immediately prior to the closing of the Issuer's initial public offering and following the conversion of each series of the Issuer's convertible preferred stock into Existing Class A Common Stock, each share of Existing Class A Common Stock was reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7.

F10: Following the reclassification of Existing Class A to Class B Common Stock, BVP VIII Inst and BVP VIII own 2,750,252 and 2,286,839 shares, respectively, of the Class B Common Stock.

F11: BVP VIII Inst and BVP VIII owned 191,381 and 159,133 shares, respectively, of the Series A Preferred Stock.

F12: BVP VIII Inst and BVP VIII owned 734,900 and 611,070 shares, respectively, of the Series B Preferred Stock.

F13: BVP VIII Inst and BVP VIII owned 278,260 and 231,373 shares, respectively, of the Series C Preferred Stock.

F14: BVP VIII Inst and BVP VIII owned 903,405and 751,183 shares, respectively, of the Series D-2 Preferred Stock.

F15: BVP VIII Inst and BVP VIII owned 500,346 and 416,040 shares, respectively, of the Series E Preferred Stock.

F16: BVP VIII Inst and BVP VIII owned 141,960 and 118,040 shares, respectively, of the Series E-1 Preferred Stock.

F17: 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.