SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Smith Dylan C

(Last)

(First)

(Middle)

900 JEFFERSON AVENUE

(Street)

REDWOOD CITY

94063

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BOX INC [ BOX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/14/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	06/14/2018		C		1,210,545	A	⁽¹⁾	1,210,545	D
Class A Common Stock	06/14/2018		C		85,000	A	⁽¹⁾	85,000	I	See footnote⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽¹⁾	06/14/2018		C			1,210,545	⁽¹⁾	⁽¹⁾	Class A Common Stock	1,210,545	$0.00	0	D
Class B Common Stock	⁽¹⁾	06/14/2018		C			85,000	⁽¹⁾	⁽¹⁾	Class A Common Stock	85,000	$0.00	0	I	See footnote⁽²⁾
Employee Stock Option (right to buy)	$0.59	06/14/2018		J⁽³⁾			17,362	⁽⁴⁾	04/06/2021	Class B Common Stock	17,362	$0.00	0	D
Employee Stock Option (right to buy)	$0.59	06/14/2018		J⁽³⁾		17,362		⁽⁴⁾	04/06/2021	Class A Common Stock	17,362	$0.00	17,362	D
Employee Stock Option (right to buy)	$1.16	06/14/2018		J⁽³⁾			240,000	⁽⁴⁾	03/31/2022	Class B Common Stock	240,000	$0.00	0	D
Employee Stock Option (right to buy)	$1.16	06/14/2018		J⁽³⁾		240,000		⁽⁴⁾	03/31/2022	Class A Common Stock	240,000	$0.00	240,000	D
Employee Stock Option (right to buy)	$1.16	06/14/2018		J⁽³⁾			140,000	⁽⁵⁾	03/31/2022	Class B Common Stock	140,000	$0.00	0	D
Employee Stock Option (right to buy)	$1.16	06/14/2018		J⁽³⁾		140,000		⁽⁵⁾	03/31/2022	Class A Common Stock	140,000	$0.00	140,000	D
Employee Stock Option (right to buy)	$4.63	06/14/2018		J⁽³⁾			140,000	⁽⁶⁾	02/06/2023	Class B Common Stock	140,000	$0.00	0	D
Employee Stock Option (right to buy)	$4.63	06/14/2018		J⁽³⁾		140,000		⁽⁶⁾	02/06/2023	Class A Common Stock	140,000	$0.00	140,000	D
Employee Stock Option (right to buy)	$17.85	06/14/2018		J⁽³⁾			140,000	⁽⁴⁾	04/02/2024	Class B Common Stock	140,000	$0.00	0	D
Employee Stock Option (right to buy)	$17.85	06/14/2018		J⁽³⁾		140,000		⁽⁴⁾	04/02/2024	Class A Common Stock	140,000	$0.00	140,000	D
Employee Stock Option (right to buy)	$14.05	06/14/2018		J⁽³⁾			120,000	⁽⁷⁾	01/01/2025	Class B Common Stock	120,000	$0.00	0	D
Employee Stock Option (right to buy)	$14.05	06/14/2018		J⁽³⁾		120,000		⁽⁷⁾	01/01/2025	Class A Common Stock	120,000	$0.00	120,000	D

Explanation of Responses:

1. 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.

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

3. 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.

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

5. 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.

6. 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.

7. 1/4 of the shares subject to the option vest on March 20, 2016, and 1/48 of the shares vest monthly thereafter.

Remarks:

	/s/ David Leeb, Attorney-in-Fact	06/18/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.