BOX INC — Director's Dealing 2018

Jun 19, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOX INC (BOX)
CIK: 0001372612
Period of Report: 2018-06-14

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-06-14	Class A Common Stock	C	1210545	—	Acquired	1210545	Direct
2018-06-14	Class A Common Stock	C	85000	—	Acquired	85000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-06-14	Class B Common Stock	$	C	1210545	Disposed		Class A Common Stock (1210545)	Direct
2018-06-14	Class B Common Stock	$	C	85000	Disposed		Class A Common Stock (85000)	Indirect
2018-06-14	Employee Stock Option (right to buy)	$0.59	J	17362	Disposed	2021-04-06	Class B Common Stock (17362)	Direct
2018-06-14	Employee Stock Option (right to buy)	$0.59	J	17362	Acquired	2021-04-06	Class A Common Stock (17362)	Direct
2018-06-14	Employee Stock Option (right to buy)	$1.16	J	240000	Disposed	2022-03-31	Class B Common Stock (240000)	Direct
2018-06-14	Employee Stock Option (right to buy)	$1.16	J	240000	Acquired	2022-03-31	Class A Common Stock (240000)	Direct
2018-06-14	Employee Stock Option (right to buy)	$1.16	J	140000	Disposed	2022-03-31	Class B Common Stock (140000)	Direct
2018-06-14	Employee Stock Option (right to buy)	$1.16	J	140000	Acquired	2022-03-31	Class A Common Stock (140000)	Direct
2018-06-14	Employee Stock Option (right to buy)	$4.63	J	140000	Disposed	2023-02-06	Class B Common Stock (140000)	Direct
2018-06-14	Employee Stock Option (right to buy)	$4.63	J	140000	Acquired	2023-02-06	Class A Common Stock (140000)	Direct
2018-06-14	Employee Stock Option (right to buy)	$17.85	J	140000	Disposed	2024-04-02	Class B Common Stock (140000)	Direct
2018-06-14	Employee Stock Option (right to buy)	$17.85	J	140000	Acquired	2024-04-02	Class A Common Stock (140000)	Direct
2018-06-14	Employee Stock Option (right to buy)	$14.05	J	120000	Disposed	2025-01-01	Class B Common Stock (120000)	Direct
2018-06-14	Employee Stock Option (right to buy)	$14.05	J	120000	Acquired	2025-01-01	Class A Common Stock (120000)	Direct

Footnotes

F1: This does not represent a sale or purchase of Issuer's common stock; rather, it represents the automatic conversion of shares of the Issuer's Class B Common Stock into shares of the Issuer's Class A Common Stock, which occurred when outstanding Class B Common Stock no longer represented at least 5% of the Issuer's total outstanding common stock, as set forth in the Issuer's Amended and Restated Certificate of Incorporation.

F2: The shares are held of record by the DCS GRAT of 2014, for which the Reporting Person serves as trustee.

F3: In connection with the automatic conversion described in footnote (1) above, outstanding Class B Common Stock restricted stock units and options that were issued under the Issuer's 2011 Equity Incentive Plan and 2006 Stock Incentive Plan remain unchanged, except that the underlying shares are now Class A Common Stock.

F4: The shares subject to the option are fully vested and exercisable.

F5: 1/96 of the shares subject to the option vest monthly over two years beginning on February 1, 2012, and 1/32 of the shares vest monthly thereafter.

F6: 1/96 of the shares subject to the option vest monthly over two years beginning on February 1, 2013, and 1/32 of the shares vest monthly thereafter.

F7: 1/4 of the shares subject to the option vest on March 20, 2016, and 1/48 of the shares vest monthly thereafter.