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

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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^*

McGoff Peter M

(Last)

(First)

(Middle)

4440 EL CAMINO REAL

(Street)

LOS ALTOS

94022

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

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)

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)
Existing Class A Common Stock	01/28/2015		C		31,250⁽¹⁾⁽²⁾	D	⁽²⁾	0	D
Existing Class A Common Stock	01/28/2015		C		31,250⁽²⁾⁽³⁾	A	⁽²⁾	31,250	D
Existing Class A Common Stock	01/28/2015		J		31,250⁽³⁾⁽⁴⁾	D	⁽⁴⁾	0	D
Class A Common Stock	01/28/2015		J		31,250⁽⁴⁾⁽⁵⁾	A	⁽⁴⁾	31,250	D
Existing Class A Common Stock⁽²⁾	01/28/2015		C		150,000⁽⁶⁾	A	⁽²⁾	150,000⁽⁶⁾	D
Existing Class A Common Stock⁽⁴⁾	01/28/2015		J		150,000⁽⁶⁾	D	⁽⁴⁾	0	D

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)
Existing Class B Common Stock⁽²⁾	⁽²⁾	01/28/2015		C			150,000⁽⁶⁾	⁽²⁾	⁽²⁾	Existing Class A Common Stock	150,000⁽⁶⁾	$0.00	0	D
Class B Common Stock⁽⁴⁾⁽⁷⁾	⁽⁷⁾	01/28/2015		J		150,000⁽⁶⁾		⁽⁷⁾	⁽⁷⁾	Class A Common Stock	150,000⁽⁶⁾	$0.00	150,000⁽⁶⁾	D
Employee Stock Option (right to buy)	$1.16	01/28/2015		C			125,000	⁽⁸⁾	04/26/2022	Existing Class B Common Stock⁽²⁾	125,000	$0.00	0	D
Employee Stock Option (right to buy)	$1.16	01/28/2015		C		125,000		⁽⁸⁾	04/26/2022	Existing Class A Common Stock⁽²⁾	125,000	$0.00	125,000	D
Employee Stock Option (right to buy)	$1.16	01/28/2015		J			125,000	⁽⁸⁾	04/26/2022	Existing Class A Common Stock⁽⁴⁾	125,000	$0.00	0	D
Employee Stock Option (right to buy)	$1.16	01/28/2015		J		125,000		⁽⁸⁾	04/26/2022	Class B Common Stock⁽⁴⁾⁽⁷⁾	125,000	$0.00	125,000	D
Employee Stock Option (right to buy)	$17.85	01/28/2015		C			25,000	⁽⁹⁾	04/02/2024	Existing Class B Common Stock⁽²⁾	25,000	$0.00	0	D
Employee Stock Option (right to buy)	$17.85	01/28/2015		C		25,000		⁽⁹⁾	04/02/2024	Existing Class A Common Stock⁽²⁾	25,000	$0.00	25,000	D
Employee Stock Option (right to buy)	$17.85	01/28/2015		J			25,000	⁽⁹⁾	04/02/2024	Existing Class A Common Stock⁽⁴⁾	25,000	$0.00	0	D
Employee Stock Option (right to buy)	$17.85	01/28/2015		J		25,000		⁽⁹⁾	04/02/2024	Class B Common Stock⁽⁴⁾⁽⁷⁾	25,000	$0.00	25,000	D
Employee Stock Option (right to buy)	$14.05	01/28/2015		C			37,500	⁽¹⁰⁾	01/01/2025	Existing Class B Common Stock⁽²⁾	37,500	$0.00	0	D
Employee Stock Option (right to buy)	$14.05	01/28/2015		C		37,500		⁽¹⁰⁾	01/01/2025	Existing Class A Common Stock⁽²⁾	37,500	$0.00	37,500	D
Employee Stock Option (right to buy)	$14.05	01/28/2015		J			37,500	⁽¹⁰⁾	01/01/2025	Existing Class A Common Stock⁽⁴⁾	37,500	$0.00	0	D
Employee Stock Option (right to buy)	$14.05	01/28/2015		J		37,500		⁽¹⁰⁾	01/01/2025	Class B Common Stock⁽⁴⁾⁽⁷⁾	37,500	$0.00	37,500	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.

2. The Issuer's Existing Class B Common Stock automatically converted into 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. Each share is represented by an RSU. Each RSU represents a contingent right to receive one share of Existing Class A Common Stock upon settlement.

4. Immediately prior to the closing of the Issuer's initial public offering and following the conversion of the Issuer's Existing Class B Common 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.

5. Each share is represented by an RSU. Each RSU represents a contingent right to receive one share of the Issuer's Class B common stock upon settlement. 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.

6. 50,000 of the shares are subject to repurchase by the Issuer.

7. 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.

8. 1/4 of the shares subject to the option vested on April 23, 2013, and 1/48 of the shares vest monthly thereafter.

9. 1/4 of the shares subject to the option vest on February 1, 2015, and 1/48 of the shares vest monthly thereafter.

10. 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/ Peter McGoff	01/28/2015
	** 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 4 (b)(v).
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