BOX INC — Director's Dealing 2016

Dec 23, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOX INC (BOX)
CIK: 0001372612
Period of Report: 2016-12-20

Reporting Person: McGoff Peter M (SVP, Gen. Counsel & Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-20	Class A Common Stock	F	735	$14.35	Disposed	193193	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (160188)	160188	Direct

Footnotes

F1: Represents shares that have been withheld by the Issuer to satisfy its income tax and withholding and remittance obligations in connection with the net settlement of restricted stock units (RSUs) and does not represent a sale by the Reporting Person.

F2: Includes 14,454 RSUs that represent contingent rights to receive 14,454 shares of the Issuer's Class B Common Stock upon settlement. 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.

F3: Includes 175,000 RSUs that represent contingent rights to receive 175,000 shares of the Issuer's Class A Common Stock upon settlement.

F4: 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.

F5: Includes 1,218 shares of Class B Common Stock issued in connection with the net settlement of RSUs on December 20, 2016.