BOX INC — Director's Dealing 2019

Jun 22, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOX INC (BOX)
CIK: 0001372612
Period of Report: 2019-06-19

Reporting Person: O'Driscoll Rory (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-06-19	Class A Common Stock	A	5316	$0.00	Disposed	35060	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-06-19	Stock Option (Right to Buy)	$18.38	A	10632	Acquired	2029-06-19	Class A Common Stock (10632)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	19666	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 19, 2020 or the next annual meeting of the stockholders of the issuer.

F2: The shares are held of record by Scale Management, LLC ("Scale Management"). Stacey Bishop, Ariel Tseitlin, Rory O'Driscoll and Andy Vitus, the managers 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.

F3: 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 19, 2020 or the next annual meeting of the stockholders of the issuer.

F4: 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.