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: McGoff Peter M (SVP, Gen. Counsel & Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-28	Existing Class A Common Stock	C	31250	—	Disposed	0	Direct
2015-01-28	Existing Class A Common Stock	C	31250	—	Acquired	31250	Direct
2015-01-28	Existing Class A Common Stock	J	31250	—	Disposed	0	Direct
2015-01-28	Class A Common Stock	J	31250	—	Acquired	31250	Direct
2015-01-28	Existing Class A Common Stock	C	150000	—	Acquired	150000	Direct
2015-01-28	Existing Class A Common Stock	J	150000	—	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-01-28	Existing Class B Common Stock	$	C	150000	Disposed		Existing Class A Common Stock (150000)	Direct
2015-01-28	Class B Common Stock	$	J	150000	Acquired		Class A Common Stock (150000)	Direct
2015-01-28	Employee Stock Option (right to buy)	$1.16	C	125000	Disposed	2022-04-26	Existing Class B Common Stock (125000)	Direct
2015-01-28	Employee Stock Option (right to buy)	$1.16	C	125000	Acquired	2022-04-26	Existing Class A Common Stock (125000)	Direct
2015-01-28	Employee Stock Option (right to buy)	$1.16	J	125000	Disposed	2022-04-26	Existing Class A Common Stock (125000)	Direct
2015-01-28	Employee Stock Option (right to buy)	$1.16	J	125000	Acquired	2022-04-26	Class B Common Stock (125000)	Direct
2015-01-28	Employee Stock Option (right to buy)	$17.85	C	25000	Disposed	2024-04-02	Existing Class B Common Stock (25000)	Direct
2015-01-28	Employee Stock Option (right to buy)	$17.85	C	25000	Acquired	2024-04-02	Existing Class A Common Stock (25000)	Direct
2015-01-28	Employee Stock Option (right to buy)	$17.85	J	25000	Disposed	2024-04-02	Existing Class A Common Stock (25000)	Direct
2015-01-28	Employee Stock Option (right to buy)	$17.85	J	25000	Acquired	2024-04-02	Class B Common Stock (25000)	Direct
2015-01-28	Employee Stock Option (right to buy)	$14.05	C	37500	Disposed	2025-01-01	Existing Class B Common Stock (37500)	Direct
2015-01-28	Employee Stock Option (right to buy)	$14.05	C	37500	Acquired	2025-01-01	Existing Class A Common Stock (37500)	Direct
2015-01-28	Employee Stock Option (right to buy)	$14.05	J	37500	Disposed	2025-01-01	Existing Class A Common Stock (37500)	Direct
2015-01-28	Employee Stock Option (right to buy)	$14.05	J	37500	Acquired	2025-01-01	Class B Common Stock (37500)	Direct

Footnotes

F1: Each share is represented by a restricted stock unit (RSU). Each RSU represents a contingent right to receive one share of the Issuer's existing Class B Common Stock ("Existing Class B Common Stock") upon settlement. Each share of Existing Class B Common Stock is convertible into one share of the Issuer's existing Class A Common Stock ("Existing Class A Common Stock") upon the election of the Issuer and has no expiration date.

F2: The Issuer's Existing Class B Common 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: Each share is represented by an RSU. Each RSU represents a contingent right to receive one share of Existing Class A Common Stock upon settlement.

F4: Immediately prior to the closing of the Issuer's initial public offering and following the conversion of the Issuer's Existing Class B Common 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 is represented by an RSU. Each RSU represents a contingent right to receive one share of the Issuer's Class B common stock upon settlement. 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.

F6: 50,000 of the shares are subject to repurchase by the Issuer.

F7: 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.

F8: 1/4 of the shares subject to the option vested on April 23, 2013, and 1/48 of the shares vest monthly thereafter.

F9: 1/4 of the shares subject to the option vest on February 1, 2015, and 1/48 of the shares vest monthly thereafter.

F10: 1/4 of the shares subject to the option vest on March 20, 2016, and 1/48 of the shares vest monthly thereafter.