BOX INC — Director's Dealing 2015

Jan 30, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: EMERGENCE CAPITAL PARTNERS II LP (10% Owner)
Reporting Person: EMERGENCE EQUITY PARTNERS II, L.P. (10% Owner)
Reporting Person: EMERGENCE GP PARTNERS, LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-28	Existing Class A Common Stock	C	1689028	—	Acquired	1689028	Indirect
2015-01-28	Existing Class A Common Stock	J	1689028	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-01-28	Series D Preferred Stock	$	C	1502261	Disposed		Existing Class A Common Stock (1502261)	Indirect
2015-01-28	Series D-1 Preferred Stock	$	C	186767	Disposed		Existing Class A Common Stock (186767)	Indirect
2015-01-28	Class B Common Stock	$	J	1689028	Acquired		Class A Common Stock (1689028)	Indirect

Footnotes

F1: The Series D 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 D-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.

F3: Shares are held directly by Emergence Capital Partners II, L.P. ("Emergence"). The sole general partner of Emergence is Emergence Equity Partners II, L.P. ("EEP II"), the sole general partner of EEP II is Emergence GP Partners, LLC ("EGP"), and each of EEP II and EGP may be deemed to have sole voting and dispositive power with respect to the shares held by Emergence.

F4: 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.

F5: 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.