BOX INC — Director's Dealing 2015

Jan 29, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: O'Driscoll Rory (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-28	Existing Class A Common Stock	C	6711857	—	Acquired	6711857	Indirect
2015-01-28	Existing Class A Common Stock	J	6711857	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-01-28	Series C Preferred Stock	$	C	6170618	Disposed		Existing Class A Common Stock (6170618)	Indirect
2015-01-28	Series D Preferred Stock	$	C	503056	Disposed		Existing Class A Common Stock (503056)	Indirect
2015-01-28	Series E Preferred Stock	$	C	38183	Disposed		Existing Class A Common Stock (38183)	Indirect
2015-01-28	Class B Common Stock	$	J	6711857	Acquired		Class A Common Stock (6711857)	Indirect

Footnotes

F1: The Series C 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 Preferred Stock automatically converted into the Issuer's 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 E Preferred Stock automatically converted into the Issuer's 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 Scale Venture Partners III, L.P. ("SVP III"). Scale Venture Management III, LLC ("SVM III"), the general partner of SVP III, has sole voting and dispositive power with respect to the shares held by SVP III. Stacey Bishop, Kate Mitchell, Rory O'Driscoll and Andy Vitus, the managing members of SVM III, share voting and dispositive power with respect to the shares help by SVP III. The reporting person disclaims beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.

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.