BOX INC — Director's Dealing 2015

Jan 22, 2015

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: BOX INC (BOX)
CIK: 0001372612
Period of Report: 2015-01-22

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

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series F Preferred Stock	$		Existing Class A Common Stock (3750000)		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 3,750,000 shares of Series F Preferred Stock (the "Series F Preferred") of Box, Inc. (the "Issuer").

F2: 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.

F3: 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.

F4: Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, the shares of Series F Preferred are convertible, at the option of the holder, at any time into shares of existing Class A Common Stock, par value $0.0001 per share, 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 rates are subject to adjustment as provided in the Amended and Restated Certificate of Incorporation.