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: Presidio Management Group IX, L.L.C. (10% Owner)
Reporting Person: U S Venture Partners IX L P (10% Owner)
Reporting Person: FEDERMAN IRWIN (10% Owner)
Reporting Person: LIDDLE DAVID E (10% Owner)
Reporting Person: Matteucci Paul A (10% Owner)
Reporting Person: ROOT JONATHAN D (10% Owner)
Reporting Person: Tansey Casey M (10% Owner)
Reporting Person: YOUNG PHILIP M (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-28	Existing Class A Common Stock	C	11713775	—	Acquired	11713775	Indirect
2015-01-28	Existing Class A Common Stock	J	11713775	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-01-28	Series B Preferred Stock	$	C	8283181	Disposed		Existing Class A Common Stock (8283181)	Indirect
2015-01-28	Series C Preferred Stock	$	C	2486922	Disposed		Existing Class A Common Stock (2486922)	Indirect
2015-01-28	Series D Preferred Stock	$	C	943672	Disposed		Existing Class A Common Stock (943672)	Indirect
2015-01-28	Class B Common Stock	$	J	11713775	Acquired		Class A Common Stock (11713775)	Indirect

Footnotes

F1: The Series B 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 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.

F3: The Series D 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 shares are held of record by U.S. Venture Partners IX, L.P. ("USVP IX"). Presidio Management Group IX, LLC ("PMG IX") is the general partner of USVP IX and may be deemed to have sole voting and dispositive power over the shares held by USVP IX. Steven M. Krausz, a director of the Issuer, and each of Irwin Federman, David E. Liddle, Paul A Matteucci, Jonathan D. Root, Casey M. Tansey, and Philip M. Young, are managing members of PMG IX, and may be deemed to share voting and dispositive power over the shares held by USVP IX. Such persons and entities disclaim beneficial ownership of shares held by USVP IX, except to the extent of any proportionate pecuniary interest therein.

F5: 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.

F6: 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.