BOX INC — Director's Dealing 2017

Mar 23, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOX INC (BOX)
CIK: 0001372612
Period of Report: 2017-03-20

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-20	Class A Common Stock	F	17354	$16.78	Disposed	149023	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (161285)	161285	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 12,500 RSUs that represent contingent rights to receive 12,500 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 131,250 RSUs that represent contingent rights to receive 131,250 shares of the Issuer's Class A Common Stock upon settlement.

F4: Includes 1,534 shares acquired by the Reporting Person pursuant to the Issuer's Employee Stock Purchase Plan.

F5: 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.

F6: Includes 1,097 shares of Class B Common Stock issued in connection with the net settlement of RSUs on March 20, 2017.