BOX INC — Director's Dealing 2017

Apr 12, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOX INC (BOX)
CIK: 0001372612
Period of Report: 2017-04-09

Reporting Person: Smith Dylan C (Director, Chief Financial Officer, 10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-04-09	Employee Stock Option (right to buy)	$16.68	A	225000	Acquired	2027-04-09	Class A Common Stock (225000)	Direct
2017-04-09	Performance-based Employee Stock Option (right to buy)	$16.68	A	225000	Acquired	2027-04-09	Class A Common Stock (225000)	Direct

Footnotes

F1: 1/4 of the shares subject to the option vest on March 20, 2018, and 1/48 of the shares vest monthly thereafter, subject to the Reporting Person's continued service through each vesting date.

F2: 1/4 of the shares subject to the option vest on March 20, 2018, and 1/48 of the shares vest monthly thereafter, subject to both (a) continued service to Box through each applicable vesting date, and (b) the closing stock price of the Company's Class A stock must have maintained a level that is 25% higher than the options' exercise price (rounded down to the nearest whole penny) for a period of 30 consecutive trading days. If the performance condition in clause (b) is not met prior to the fourth anniversary of the grant date, no options will vest and all will be forfeited. The performance condition in clause (b) need only be met one time prior to the fourth anniversary of the grant date in order for it to be satisfied.