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: Bessemer Venture Partners VIII L.P. (10% Owner)
Reporting Person: Bessemer Venture Partners VIII Institutional L.P. (10% Owner)
Reporting Person: Deer VIII & Co. L.P. (Director, 10% Owner)
Reporting Person: Deer VIII & Co. Ltd. (10% Owner)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Preferred Stock	$		Existing Class A Common Stock (350514)		Indirect
Series B Preferred Stock	$		Existing Class A Common Stock (1345970)		Indirect
Series C Preferred Stock	$		Existing Class A Common Stock (509633)		Indirect
Series D-2 Preferred Stock	$		Existing Class A Common Stock (1654588)		Indirect
Series E Preferred Stock	$		Existing Class A Common Stock (916386)		Indirect
Series E-1 Preferred Stock	$		Existing Class A Common Stock (260000)		Indirect

Footnotes

F1: Subject to certain adjustments, the Series A Preferred Stock is convertible into the Issuer's existing Class A Common Stock ("Existing Class A Common Stock") on a 1:1 basis and has no expiration date. Immediately prior to the consummation of the Issuer's initial public offering, all shares of Series A Preferred Stock will automatically convert into shares of Existing Class A Common Stock of the Issuer.

F2: As of the date hereof, Bessemer Venture Partners VIII Institutional L.P. ("BVP VIII Inst") and Bessemer Venture Partners VIII L.P. ("BVP VIII", and together with BVP VIII Inst, the "Funds") own 191,381 and 159,133 shares, respectively, of the Series A Preferred Stock.

F3: Deer VIII & Co. L.P. ("Deer VIII") is the general partner of each of the Funds. Deer VIII & Co. Ltd ("Deer Ltd.") is the general partner of Deer VIII. Deer VIII disclaims beneficial ownership of the shares held by the Funds (the "Shares") and this report shall not be deemed an admission that such reporting person is the beneficial owner of such Shares, except to the extent of its pecuniary interest, if any, in the Shares by virtue of its general partner interests in the Funds. Deer Ltd. disclaims beneficial ownership of the Shares and this report shall not be deemed an admission that such reporting person is the beneficial owner of such Shares, except to the extent of its pecuniary interest, if any, in the Shares by virtue of its general partner interest in Deer VIII.

F4: Subject to certain adjustments, the Series B, Series C, Series D-2, Series E, and Series E-1 Preferred Stock are convertible into Existing Class A Common Stock on a 1:1 basis and have no expiration date. Immediately prior to the consummation of the Issuer's initial public offering, all shares of Series B, Series C, Series D-2, Series E, and Series E-1 Preferred Stock will automatically convert into shares of Existing Class A Common Stock of the Issuer.

F5: As of the date hereof, BVP VIII Inst and BVP VIII own 734,900 and 611,070 shares, respectively, of the Series B Preferred Stock.

F6: As of the date hereof, BVP VIII Inst and BVP VIII own 278,260 and 231,373 shares, respectively, of the Series C Preferred Stock.

F7: As of the date hereof, BVP VIII Inst and BVP VIII own 903,405and 751,183 shares, respectively, of the Series D-2 Preferred Stock.

F8: As of the date hereof, BVP VIII Inst and BVP VIII own 500,346 and 416,040 shares, respectively, of the Series E Preferred Stock.

F9: As of the date hereof, BVP VIII Inst and BVP VIII own 141,960 and 118,040 shares, respectively, of the Series E-1 Preferred Stock.