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: LEVIN DANIEL J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-06-14	Class A Common Stock	C	658600	—	Acquired	658600	Indirect
2018-06-15	Class A Common Stock	S	78344	$26.55	Disposed	580256	Indirect
2018-06-15	Class A Common Stock	S	1656	$26.86	Disposed	578600	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-06-14	Class B Common Stock	$	C	658600	Disposed		Class A Common Stock (658600)	Indirect
2018-06-14	Employee Stock Option (right to buy)	$4.63	J	300000	Disposed	2023-04-18	Class B Common Stock (300000)	Direct
2018-06-14	Employee Stock Option (right to buy)	$4.63	J	300000	Acquired	2023-04-18	Class A Common Stock (300000)	Direct
2018-06-14	Employee Stock Option (right to buy)	$4.63	J	300000	Disposed	2023-04-18	Class B Common Stock (300000)	Direct
2018-06-14	Employee Stock Option (right to buy)	$4.63	J	300000	Acquired	2023-04-18	Class A Common Stock (300000)	Direct
2018-06-14	Employee Stock Option (right to buy)	$17.85	J	300000	Disposed	2024-04-02	Class B Common Stock (300000)	Direct
2018-06-14	Employee Stock Option (right to buy)	$17.85	J	300000	Acquired	2024-04-02	Class A Common Stock (300000)	Direct
2018-06-14	Employee Stock Option (right to buy)	$14.05	J	188499	Disposed	2025-01-01	Class B Common Stock (188499)	Direct
2018-06-14	Employee Stock Option (right to buy)	$14.05	J	188499	Acquired	2025-01-01	Class A Common Stock (188499)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	5790	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 Daniel J. Levin and Naomi J. Andrews, as Trustees of the Levin/Andrews Family Trust.

F3: The reported sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on October 10, 2017.

F4: This sale price represents the weighted average sale price of the shares sold ranging from $25.85 to $26.845 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.

F5: This sale price represents the weighted average sale price of the shares sold ranging from $26.85 to $26.87 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.

F6: 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.

F7: 1/96 of the shares subject to the option vest monthly over two years beginning on March 1, 2013, and 1/32 of the shares vest monthly thereafter.

F8: The shares subject to the option are fully vested and exercisable.

F9: 1/4 of the shares subject to the option vest on February 1, 2015, and 1/48 of the shares vest monthly thereafter.

F10: 1/4 of the shares subject to the option vest on March 20, 2016, and 1/48 of the shares vest monthly thereafter.