BOX INC — Director's Dealing 2018

Jun 22, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOX INC (BOX)
CIK: 0001372612
Period of Report: 2018-06-20

Reporting Person: O'Driscoll Rory (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-06-20	Class A Common Stock	A	3699	$0.00	Acquired	9081	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-06-20	Stock Option (Right to Buy)	$29.01	A	7398	Acquired	2028-06-19	Class A Common Stock (7398)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	1012362	Indirect
Class A Common Stock	14284	Indirect

Footnotes

F1: Represents an automatic annual restricted stock unit (RSU) award pursuant to the issuer's Outside Director Compensation Policy. Each RSU represents a contingent right to receive one share of the issuer's Class A Common Stock upon settlement. 100% of the RSUs vest on the earlier of June 20, 2019 or the next annual meeting of the stockholders of the issuer.

F2: Pursuant to the policies of Scale Venture Partners III, LP ("Scale Partners") and Scale Management III, LLC ("Scale Management III") and 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.

F3: The shares are held of record by Scale Venture Partners III, L.P. ("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 are held of record by Scale Management, LLC ("Scale Management"). Stacey Bishop, Kate Mitchell, Rory O'Driscoll and Andy Vitus, the managing members of Scale Management, share voting and dispositive power with respect to the shares held by Scale Management. The reporting person disclaims beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.

F5: On June 14, 2018, each share of the Issuer's Class B Common Stock automatically converted into one share of Class A Common Stock pursuant to the Issuer's amended and restated certificate of incorporation.

F6: Represents an automatic annual stock option award pursuant to the issuer's Outside Director Compensation Policy. 100% of the shares subject to the option vest on the earlier of June 20, 2019 or the next annual meeting of the stockholders of the issuer.

F7: Pursuant to the policies of Scale Partners, Scale Management III and Scale Management, the Reporting Person is deemed to hold the reported option for the benefit of Scale Management,and must exercise the option solely at the direction of Scale Partners and Scale Management III. Scale Management may be deemed the indirect beneficial owner of the option. The Reporting Person disclaims beneficial ownership of the option except to the extent of his pecuniary interest therein.