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: TPG Growth II Advisors, Inc. (10% Owner)
Reporting Person: BONDERMAN DAVID (10% Owner)
Reporting Person: COULTER JAMES G (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-28	Existing Class A Common Stock	C	5952380	—	Acquired	5952380	Indirect
2015-01-28	Existing Class A Common Stock	J	5952380	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-01-28	Series F Preferred Stock	$	C	3750000	Disposed		Existing Class A Common Stock (5952380)	Indirect
2015-01-28	Class B Common Stock	$	J	5952380	Acquired		Class A Common Stock (5952380)	Indirect

Footnotes

F1: David Bonderman and James G. Coulter are officers and sole shareholders of TPG Growth II Advisors, Inc. ("Growth II Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of TPG Bogota Holdings, L.P. ("TPG Bogota"), which directly holds 5,952,380 shares of Class B Common Stock (the "Class B Common") of Box, Inc. (the "Issuer").

F2: On January 28, 2015, the shares of Series F Preferred Stock of the Issuer (the "Series F Preferred") held by TPG Bogota automatically converted into 5,952,380 shares of existing Class A Common Stock of the Issuer. Immediately thereafter, each share of existing Class A Common Stock was reclassified into one share of Class B Common. Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, the shares of Series F Preferred were convertible, at the option of the holder, at any time into shares of existing Class A Common Stock, of the Issuer, at an initial conversion rate equal to one share of existing Class A Common Stock per share of Series F Preferred. The initial conversion rate was adjusted as a result of the price per share at which shares of Class A Common Stock were sold in the Issuer's initial public offering.

F3: Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, as amended, each share of Class B Common is convertible, at the option of the holder, at any time into one share of Class A Common Stock.

F4: Because of the relationship between the Reporting Persons and TPG Bogota, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of TPG Bogota. Each of TPG Bogota and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of TPG Bogota's or such Reporting Person's pecuniary interest therein, if any.

F5: Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.