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
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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*
Scale Venture Partners III, L.P.

(Last) (First) (Middle)
950 TOWER LANE, SUITE 700

(Street)
FOSTER CITY CA 94404

(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)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/28/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Existing Class A Common Stock 01/28/2015 C 6,711,857 A (1)(2)(3) 6,711,857 I See footnote(4)
Existing Class A Common Stock(5) 01/28/2015 J 6,711,857 D (5) 0 I See footnote(4)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series C Preferred Stock (1) 01/28/2015 C 6,170,618 (1) (1) Existing Class A Common Stock 6,170,618 $0.00 0 I See footnote(4)
Series D Preferred Stock (2) 01/28/2015 C 503,056 (2) (2) Existing Class A Common Stock 503,056 $0.00 0 I See footnote(4)
Series E Preferred Stock (3) 01/28/2015 C 38,183 (3) (3) Existing Class A Common Stock 38,183 $0.00 0 I See footnote(4)
Class B Common Stock (6) 01/28/2015 J 6,711,857 (6) (6) Class A Common Stock 6,711,857 $0.00 6,711,857 I See footnote(4)
1. Name and Address of Reporting Person*
Scale Venture Partners III, L.P.

(Last) (First) (Middle)
950 TOWER LANE, SUITE 700

(Street)
FOSTER CITY CA 94404

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Bishop Stacey

(Last) (First) (Middle)
C/O SCALE VENTURE MANAGEMENT III, LLC
950 TOWER LANE, SUITE 700

(Street)
FOSTER CITY CA 94404

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
MITCHELL KATE

(Last) (First) (Middle)
C/O SCALE VENTURE MANAGEMENT III, LLC
950 TOWER LANE, SUITE 700

(Street)
FOSTER CITY CA 94404

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Scale Venture Management III, LLC

(Last) (First) (Middle)
950 TOWER LANE, SUITE 700

(Street)
FOSTER CITY CA 94404

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Vitus Andrew L.

(Last) (First) (Middle)
C/O SCALE VENTURE MANAGEMENT III, LLC
950 TOWER LANE, SUITE 700

(Street)
FOSTER CITY CA 94404

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. The Series C Preferred Stock automatically converted into the Issuer's existing Class A Common Stock ("Existing Class A Common Stock") on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.
2. The Series D Preferred Stock automatically converted into the Issuer's Existing Class A Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.
3. The Series E Preferred Stock automatically converted into the Issuer's Existing Class A Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.
4. The shares are held of record by Scale Venture Partners III, L.P. ("SVP III"). Scale Venture Management III, LLC ("SVM III"), the general partner of SVP III, has sole voting and dispositive power with respect to the shares held by SVP III. Stacey Bishop, Kate Mitchell, Rory O'Driscoll and Andy Vitus, the managing members of SVM III, share voting and dispositive power with respect to the shares help by SVP III. The reporting persons disclaim beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.
5. Immediately prior to the closing of the Issuer's initial public offering and following the conversion of each series of the Issuer's convertible preferred stock into Existing Class A Common Stock, each share of Existing Class A Common Stock was reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7.
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.
Remarks:
By: Rory O'Driscoll, Managing Member of Scale Venture Management III, LLC, General Partner 01/28/2015
/s/ Stacey Bishop 01/28/2015
/s/ Kate Mitchell 01/28/2015
/s/ Rory O'Driscoll, Managing Member 01/28/2015
/s/ Andrew Vitus 01/28/2015
** Signature of Reporting Person Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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