BOX INC — Director's Dealing 2015

Jan 28, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Meritech Capital Associates IV, L.L.C. (10% Owner)
Reporting Person: Meritech Capital Partners IV L.P. (10% Owner)
Reporting Person: Meritech Capital Affiliates IV L.P. (10% Owner)
Reporting Person: Sherman Craig (10% Owner)
Reporting Person: MADERA PAUL S (10% Owner)
Reporting Person: GORDON MICHAEL B (10% Owner)
Reporting Person: Bischof George (10% Owner)
Reporting Person: Ward Rob (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-28	Existing Class A Common Stock	C	4498408	—	Acquired	4498408	Indirect
2015-01-28	Existing Class A Common Stock	C	111089	—	Acquired	111089	Indirect
2015-01-28	Existing Class A Common Stock	J	4498408	—	Disposed	0	Indirect
2015-01-28	Existing Class A Common Stock	J	111089	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-01-28	Series D Preferred Stock	$	C	4012366	Disposed		Existing Class A Common Stock (4012366)	Indirect
2015-01-28	Series D Preferred Stock	$	C	99086	Disposed		Existing Class A Common Stock (99086)	Indirect
2015-01-28	Series D-1 Preferred Stock	$	C	486042	Disposed		Existing Class A Common Stock (486042)	Indirect
2015-01-28	Series D-1 Preferred Stock	$	C	12003	Disposed		Existing Class A Common Stock (12003)	Indirect
2015-01-28	Class B Common Stock	$	J	4498408	Acquired		Class A Common Stock (4498408)	Indirect
2015-01-28	Class B Common Stock	$	J	111089	Acquired		Class A Common Stock (111089)	Indirect

Footnotes

F1: The Series D 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-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 reported securities are held of record by Meritech Capital Partners IV L.P. ("MCP IV"). Meritech Capital Associates IV L.L.C., the general partner of MCP IV, has sole voting and dispositive power with respect to the securities held by MCP IV. Paul S. Madera, Michael B. Gordon, Robert D. Ward, George H. Bischof and Craig Sherman, the managing members of Meritech Capital Associates IV L.L.C., share voting and dispositive power with respect to the shares held by MCP IV. Such persons and entities disclaim beneficial ownership of the securities held by MCP IV except to the extent of any pecuniary interest therein.

F4: The reported securities are held of record by Meritech Capital Affiliates IV L.P ("MCA IV"). Meritech Capital Associates IV L.L.C., the general partner of MCA IV, has sole voting and dispositive power with respect to the securities held by MCA IV. Paul S. Madera, Michael B. Gordon, Robert D. Ward, George H. Bischof and Craig Sherman, the managing members of Meritech Capital Associates IV L.L.C., share voting and dispositive power with respect to the shares held by MCA IV. Such persons and entities disclaim beneficial ownership of the securities held by MCA IV except to the extent of any pecuniary interest therein.

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.