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 |
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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
BOX INC [ BOX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/09/2016 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class A Common Stock | 06/09/2016 | C | 83,011 | A | $0.00 | 83,011 | I | See footnote(1) | ||
Class A Common Stock | 06/09/2016 | J(2) | 83,011 | D | $0.00 | 0 | I | See footnote(1) | ||
Class A Common Stock | 06/09/2016 | C | 83,011 | A | $0.00 | 83,011 | I | See footnote(3) | ||
Class A Common Stock | 06/09/2016 | J(4) | 83,011 | D | $0.00 | 0 | I | See footnote(3) | ||
Class A Common Stock | 3,079(5) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Class B Common Stock(6) | (6) | (6) | (6) | Class A Common Stock | 1,388,600 | 1,388,600(7) | I | See footnote(8) | |||||||
Class B Common Stock(6) | (6) | 06/09/2016 | C | 83,011 | (6) | (6) | Class A Common Stock | 83,011 | $0.00 | 0 | I | See footnote(1) | |||
Class B Common Stock(6) | (6) | 06/09/2016 | C | 83,011 | (6) | (6) | Class A Common Stock | 83,011 | $0.00 | 0 | I | See footnote(3) |
Explanation of Responses: |
1. The shares are held of record by the Daniel Levin GRAT dated 12/10/13 ("Levin GRAT"), for which the Reporting Person serves as trustee. |
2. Shares of Class A Common Stock were distributed pursuant to the terms of, and in connection with, the termination of the Levin GRAT. |
3. The shares are held of record by the Naomi J. Andrews GRAT dated 12/10/13 ("Andrews GRAT"), for which the Reporting Person's spouse serves as trustee. |
4. Shares of Class A Common Stock were distributed pursuant to the terms of, and in connection with, the termination of the Andrews GRAT. |
5. These shares were acquired by the Reporting Person pursuant to the Issuer's Employee Stock Purchase Plan. |
6. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration date. |
7. This amount reflects the transfer of 51,173 shares of Class B Common Stock from the Levin GRAT and 51,173 shares of Class B Common Stock from the Andrews GRAT to Daniel J. Levin and Naomi J. Andrews, as Trustees of the Levin/Andrews Family Trust dated 9/18/99 ("Levin/Andrews Family Trust") as an annuity payment. |
8. The shares are held of record by Daniel J. Levin and Naomi J. Andrews, as Trustees of the Levin/Andrews Family Trust. |
Remarks: |
/s/ Peter McGoff, Attorney-in-Fact | 06/13/2016 | |
** 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. |