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: LEVIN DANIEL J (Director, President & COO, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-28	Existing Class A Common Stock	J	1286254	—	Disposed	0	Indirect
2015-01-28	Existing Class A Common Stock	J	134184	—	Disposed	0	Indirect
2015-01-28	Existing Class A Common Stock	J	134184	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-01-28	Class B Common Stock	$	J	1286254	Acquired		Class A Common Stock (1286254)	Indirect
2015-01-28	Class B Common Stock	$	J	134184	Acquired		Class A Common Stock (134184)	Indirect
2015-01-28	Class B Common Stock	$	J	134184	Acquired		Class A Common Stock (134184)	Indirect
2015-01-28	Employee Stock Option (right to buy)	$4.63	C	300000	Disposed	2023-04-18	Existing Class B Common Stock (300000)	Direct
2015-01-28	Employee Stock Option (right to buy)	$4.63	C	300000	Acquired	2023-04-18	Existing Class A Common Stock (300000)	Direct
2015-01-28	Employee Stock Option (right to buy)	$4.63	J	300000	Disposed	2023-04-18	Existing Class A Common Stock (300000)	Direct
2015-01-28	Employee Stock Option (right to buy)	$4.63	J	300000	Acquired	2023-04-18	Class B Common Stock (300000)	Direct
2015-01-28	Employee Stock Option (right to buy)	$4.63	C	300000	Disposed	2023-04-18	Existing Class B Common Stock (300000)	Direct
2015-01-28	Employee Stock Option (right to buy)	$4.63	C	300000	Acquired	2023-04-18	Existing Class A Common Stock (300000)	Direct
2015-01-28	Employee Stock Option (right to buy)	$4.63	J	300000	Disposed	2023-04-18	Existing Class A Common Stock (300000)	Direct
2015-01-28	Employee Stock Option (right to buy)	$4.63	J	300000	Acquired	2023-04-18	Class B Common Stock (300000)	Direct
2015-01-28	Employee Stock Option (right to buy)	$17.85	C	300000	Disposed	2024-04-02	Existing Class B Common Stock (300000)	Direct
2015-01-28	Employee Stock Option (right to buy)	$17.85	C	300000	Acquired	2024-04-02	Existing Class A Common Stock (300000)	Direct
2015-01-28	Employee Stock Option (right to buy)	$17.85	J	300000	Disposed	2024-04-02	Existing Class A Common Stock (300000)	Direct
2015-01-28	Employee Stock Option (right to buy)	$17.85	J	300000	Acquired	2024-04-02	Class B Common Stock (300000)	Direct
2015-01-28	Employee Stock Option (right to buy)	$14.05	C	250000	Disposed	2025-01-01	Existing Class B Common Stock (250000)	Direct
2015-01-28	Employee Stock Option (right to buy)	$14.05	C	250000	Acquired	2025-01-01	Existing Class A Common Stock (250000)	Direct
2015-01-28	Employee Stock Option (right to buy)	$14.05	J	250000	Disposed	2025-01-01	Existing Class A Common Stock (250000)	Direct
2015-01-28	Employee Stock Option (right to buy)	$14.05	J	250000	Acquired	2025-01-01	Class B Common Stock (250000)	Direct

Footnotes

F1: 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 ("Existing Class B Common Stock") into the Issuer's existing Class A Common Stock ("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.

F2: This amount reflects the transfer of 22,066 shares of Existing Class A Common Stock from the Daniel Levin GRAT dated 12/10/13 ("Levin GRAT") and 22,066 shares of Existing Class A Common Stock from the Naomi J. Andrews GRAT dated 12/10/13 ("Andrews GRAT") to Daniel J. Levin and Naomi J. Andrews, as Trustees of the Levin/Andrews Family Trust dated 9/18/99 ("Levin/Andrews Family Trust") as an annuity payment.

F3: The shares are held of record by Daniel J. Levin and Naomi J. Andrews, as Trustees of the Levin/Andrews Family Trust.

F4: The shares are held of record by the Levin GRAT, for which the Reporting Person serves as trustee.

F5: The shares are held of record by the Andrews GRAT, for which the Reporting Person's spouse serves as trustee.

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.

F7: 1/96 of the shares subject to the option vest monthly over two years beginning on March 1, 2013, and 1/32 of the shares vest monthly thereafter.

F8: The Existing Class B Common Stock underlying the reported option 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.

F9: The shares subject to the option are fully vested and exercisable.

F10: 1/4 of the shares subject to the option vest on February 1, 2015, and 1/48 of the shares vest monthly thereafter.

F11: 1/4 of the shares subject to the option vest on March 20, 2016, and 1/48 of the shares vest monthly thereafter.