SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

McGoff Peter M

(Last)

(First)

(Middle)

4440 EL CAMINO REAL

(Street)

LOS ALTOS

94022

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/22/2015

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Gen. Counsel & Secretary

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Existing Class A Common Stock	12,500⁽¹⁾	D
Existing Class A Common Stock	18,750⁽²⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Existing Class B Common Stock⁽³⁾	⁽³⁾	⁽³⁾	Existing Class A Common Stock	150,000⁽⁴⁾	$0.00	D
Employee Stock Option (right to buy)	⁽⁵⁾	04/26/2022	Existing Class B Common Stock⁽³⁾	125,000	$1.16	D
Employee Stock Option (right to buy)	⁽⁶⁾	04/02/2024	Existing Class B Common Stock⁽³⁾	25,000	$17.85	D
Employee Stock Option (right to buy)	⁽⁷⁾	01/01/2025	Existing Class B Common Stock⁽³⁾	37,500	$14.05	D

Explanation of Responses:

1. Each share is represented by a restricted stock unit (RSU). Each RSU represents a contingent right to receive one share of the Issuer's existing Class B Common Stock ("Existing Class B Common Stock") upon settlement. Each share of Existing Class B Common Stock is convertible into one share of the Issuer's existing Class A Common Stock ("Existing Class A Common Stock") upon the election of the Issuer and has no expiration date. 1/4 of the RSUs vest on March 20, 2015, and 1/12 of the remaining RSUs vest every three months thereafter.

2. Each share is represented by an RSU. Each RSU represents a contingent right to receive one share of Existing Class B Common Stock upon settlement. Each share of Existing Class B Common Stock is convertible into one share of Existing Class A Common Stock upon the election of the Issuer and has no expiration date. 1/4 of the RSUs vest on March 20, 2016, and 1/12 of the remaining RSUs vest every three months thereafter.

3. Each share of Existing Class B Common Stock is convertible into one share of Existing Class A Common Stock upon the election of the Issuer and has no expiration date.

4. 50,000 of the shares are subject to repurchase by the Issuer.

5. 1/4 of the shares subject to the option vested on April 23, 2013, and 1/48 of the shares vest monthly thereafter.

6. 1/4 of the shares subject to the option vest on February 1, 2015, and 1/48 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:

Exhibit 24 - Power of Attorney

	/s/ Peter McGoff	01/22/2015
	** 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 5 (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.