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: HERCULES TECHNOLOGY GROWTH CAPITAL INC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-28	Existing Class A Common Stock	C	803052	—	Acquired	803052	Direct
2015-01-28	Existing Class A Common Stock	J	803052	—	Disposed	0	Direct
2015-01-28	Existing Class A Common Stock	C	661695	—	Acquired	661695	Indirect
2015-01-28	Existing Class A Common Stock	J	661695	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-01-28	Series B Preferred Stock	$	C	271070	Disposed		Existing Class A Common Stock (271070)	Indirect
2015-01-28	Series C Preferred Stock	$	C	199219	Disposed		Existing Class A Common Stock (199219)	Direct
2015-01-28	Series D-1 Preferred Stock	$	C	62255	Disposed		Existing Class A Common Stock (62255)	Direct
2015-01-28	Series C Preferred Stock	$	C	390625	Disposed		Existing Class A Common Stock (390625)	Indirect
2015-01-28	Series D Preferred Stock	$	C	158133	Disposed		Existing Class A Common Stock (158133)	Direct
2015-01-28	Series D-1 Preferred Stock	$	C	124511	Disposed		Existing Class A Common Stock (124511)	Direct
2015-01-28	Series D-2 Preferred Stock	$	C	220751	Disposed		Existing Class A Common Stock (220751)	Direct
2015-01-28	Series E Preferred Stock	$	C	38183	Disposed		Existing Class A Common Stock (38183)	Direct
2015-01-22	Class B Common Stock	$	J	803052	Acquired		Class A Common Stock (803052)	Direct
2015-01-28	Class B Common Stock	$	J	661695	Acquired		Class A Common Stock (661695)	Indirect

Footnotes

F1: 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.

F2: The Series D-1 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 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.

F4: 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.

F5: The Series D-2 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.

F6: The Series E 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.

F7: 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.

F8: The Series B 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.

F9: Hercules Technology Growth Capital, Inc., the manager of Hercules Technology SBIC Management, LLC, the General Partner of Hercules Technology II, L.P., has sole voting and dispositive power with respect to the shares held by Hercules Technology II, L.P. and share voting and dispositive power with respect to the shares held by Hercules Technology II, L.P.

F10: 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.