BOX INC — Director's Dealing 2019

Apr 6, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOX INC (BOX)
CIK: 0001372612
Period of Report: 2019-04-03

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-04-03	Class A Common Stock	A	6241	$0.00	Acquired	1131551	Direct
2019-04-03	Class A Common Stock	F	2271	$19.59	Disposed	1129280	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-04-03	Performance-based Employee Stock Option (right to buy)	$20.12	A	300000	Acquired	2029-04-03	Class A Common Stock (300000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	85000	Indirect

Footnotes

F1: Represents Restricted Stock Units ("RSUs") that were granted as a bonus payment earned under the Company's FY19 Executive Bonus Plan. These RSUs were deemed 100% vested immediately following their grant.

F2: Includes 1,036 shares acquired on March 15, 2019 by the Reporting Person pursuant to the Issuer's Employee Stock Purchase Plan.

F3: 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 RSUs and does not represent a sale by the Reporting Person.

F4: The shares are held of record by the DCS GRAT of 2014, for which the Reporting Person serves as trustee.

F5: 1/4 of the shares subject to the option vest on March 20, 2020, and 1/48 of the shares vest monthly thereafter, subject to both (a) continued service to Box through each applicable vesting date, and (b) the closing stock price of the Company's Class A stock must have closed at a level 25% higher than the 30 trading day trailing average prior to April 3, 2019, for 30 consecutive trading days prior to April 4, 2023. If the performance condition in clause (b) is not met prior to April 4, 2023, then no options will vest and all will be forfeited. The performance condition in clause (b) need only be met one time prior to April 4, 2023 in order for it to be satisfied. If the performance condition is achieved, the options will expire on the 10th anniversary of the grant date.