BOX INC — Director's Dealing 2017

Jun 23, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOX INC (BOX)
CIK: 0001372612
Period of Report: 2017-06-20

Reporting Person: O'Driscoll Rory (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-06-20	Class A Common Stock	C	106499	—	Acquired	106499	Indirect
2017-06-20	Class A Common Stock	S	106499	$19.20	Disposed	0	Indirect
2017-06-22	Class A Common Stock	C	226493	—	Acquired	226493	Indirect
2017-06-22	Class A Common Stock	S	226493	$18.97	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-06-20	Class B Common Stock	$	C	106499	Disposed		Class A Common Stock (106499)	Indirect
2017-06-22	Class B Common Stock	$	C	226493	Disposed		Class A Common Stock (226493)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	14284	Direct

Footnotes

F1: Represents the conversion of Class B Common Stock into Class A Common Stock held by Scale Venture Partners III, L.P. ("SVP III").

F2: 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: The shares are held of record by SVP III. Scale Venture Management III, LLC ("SVM III"), the general partner of SVP III, has sole voting and dispositive power with respect to the shares held by SVP III. Stacey Bishop, Kate Mitchell, Rory O'Driscoll and Andy Vitus, the managing members of SVM III, share voting and dispositive power with respect to the shares held by SVP III. The reporting person disclaims beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.

F4: The shares were sold at prices ranging from $19.00 to $19.30. The reporting person will provide upon request to the SEC, the issuer or security holder of the issuer, full information regarding the number of shares sold at each separate price.

F5: The shares were sold at prices ranging from $18.88 to $19.04. The reporting person will provide upon request to the SEC, the issuer or security holder of the issuer, full information regarding the number of shares sold at each separate price.

F6: Pursuant to the policies of Scale Venture Partners III, LP ("Scale Partners") and Scale Management III, LLC ("Scale Management III") and Scale Management LLC ("Scale Management") the Reporting Person is deemed to hold the reported security for the benefit of Scale Management. Scale Management may be deemed the indirect beneficial owner of the security. The Reporting Person disclaims beneficial ownership of the security except to the extent of his pecuniary interest therein.