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: Draper Fisher Jurvetson Fund VIII L P (10% Owner)
Reporting Person: Draper Fisher Jurvetson Fund IX LP (10% Owner)
Reporting Person: DRAPER ASSOCIATES L P (10% Owner)
Reporting Person: DRAPER TIMOTHY C (10% Owner)
Reporting Person: Fisher John H N (10% Owner)
Reporting Person: Jurvetson Stephen T (10% Owner)
Reporting Person: BAILEY MARK W (10% Owner)
Reporting Person: Schuler Barry (10% Owner)
Reporting Person: Draper Fisher Jurvetson Partners IX, LLC (10% Owner)
Reporting Person: DRAPER FISHER JURVETSON PARTNERS VIII LLC (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Existing Class A Common Stock	150000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Preferred Stock	$		Existing Class A Common Stock (4877906)		Indirect
Series B Preferred Stock	$		Existing Class A Common Stock (10264545)		Indirect
Series C Preferred Stock	$		Existing Class A Common Stock (4504703)		Indirect
Series D Preferred Stock	$		Existing Class A Common Stock (1715928)		Indirect
Series D-1 Preferred Stock	$		Existing Class A Common Stock (996090)		Indirect
Series E Preferred Stock	$		Existing Class A Common Stock (229097)		Indirect
Series E-1 Preferred Stock	$		Existing Class A Common Stock (277778)		Indirect

Footnotes

F1: 5,025 of these shares are owned directly by Draper Associates, L.P. (DALP), 141,150 of these shares are owned directly by Draper Fisher Jurvetson Fund IX, L.P. (Fund IX), and 3,825 of these shares are owned directly by Draper Fisher Jurvetson Partners IX, LLC (Partners IX).

F2: The General Partner of DALP is Draper Associates, Inc. which is controlled by its President and majority shareholder, Timothy C. Draper. DALP invests lockstep alongside Draper Fisher Jurvetson Fund VIII, L.P. (Fund VIII) and Fund IX.

F3: Timothy C. Draper, John H.N. Fisher and Stephen T. Jurvetson are managing directors of the general partner entities of Fund VIII and Fund IX that directly hold shares and as such they may be deemed to have voting and investment power with respect to such shares. Draper Fisher Jurvetson Partners VIII, LLC (Partners VIII) invests lockstep alongside Fund VIII. Partners IX invests lockstep alongside Fund IX. The managing members of Partners VIII and Partners IX are Timothy C. Draper, John H.N. Fisher and Stephen T. Jurvetson. These individuals disclaim beneficial ownership of these shares except to the extent of their pecuniary interest therein.

F4: 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.

F5: 390,233 of these shares are owned directly by DALP, 4,390,115 of these shares are owned directly by Fund VIII, and 97,558 of these shares are owned directly by Partners VIII.

F6: Subject to certain adjustments, the Series B Preferred Stock is convertible into 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 B Preferred Stock will automatically convert into shares of Existing Class A Common Stock of the Issuer.

F7: 821,162 of these shares are owned directly by DALP, 9,238,092 of these shares are owned directly by Fund VIII, and 205,291 of these shares are owned directly by Partners VIII.

F8: Subject to certain adjustments, the Series C Preferred Stock is convertible into 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 C Preferred Stock will automatically convert into shares of Existing Class A Common Stock of the Issuer.

F9: 198,650 of these shares are owned directly by DALP, 3,272,755 of these shares are owned directly by Fund IX, 924,076 of these shares are owned directly by Fund VIII, 88,687 of these shares are owned directly by Partners IX, and 20,535 of these shares are owned directly by Partners VIII.

F10: Subject to certain adjustments, the Series D Preferred Stock is convertible into 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 D Preferred Stock will automatically convert into shares of Existing Class A Common Stock of the Issuer.

F11: 75,670 of these shares are owned directly by DALP, 1,246,655 of these shares are owned directly by Fund IX, 351,998 of these shares are owned directly by Fund VIII, 33,783 of these shares are owned directly by Partners IX, and 7,822 of these shares are owned directly by Partners VIII.

F12: Subject to certain adjustments, the Series D-1 Preferred Stock is convertible into 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 D-1 Preferred Stock will automatically convert into shares of Existing Class A Common Stock of the Issuer.

F13: 921,583 of these shares are owned directly by Draper Fisher Jurvetson Growth Fund 2006, L.P. (Growth Fund), and 74,507 of these shares are owned directly by Draper Fisher Jurvetson Partners Growth Fund 2006, LLC (Growth Partners).

F14: John H.N. Fisher, Barry M. Schuler and Mark W. Bailey are managing directors of the general partner entities of Growth Fund that directly hold shares and as such they may be deemed to have voting and investment power with respect to such shares. Growth Partners invests lockstep alongside Growth Fund. The managing members of Growth Partners are John H.N. Fisher, Barry M. Schuler, Mark W. Bailey, Timothy C. Draper and Stephen T. Jurvetson. These individuals disclaim beneficial ownership of these shares except to the extent of their pecuniary interest therein.

F15: Subject to certain adjustments, the Series E Preferred Stock is convertible into 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 E Preferred Stock will automatically convert into shares of Existing Class A Common Stock of the Issuer.

F16: 211,961 of these shares are owned directly by Growth Fund, and 17,136 of these shares are owned directly by Growth Partners.

F17: Subject to certain adjustments, the Series E-1 Preferred Stock is convertible into 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 E-1 Preferred Stock will automatically convert into shares of Existing Class A Common Stock of the Issuer.

F18: 257,000 of these shares are owned directly by Growth Fund, and 20,778 of these shares are owned directly by Growth Partners.