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)

900 JEFFERSON AVE

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2018

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	06/01/2018		M		14,843	A	$0.00	45,781⁽¹⁾	D
Class A Common Stock	06/01/2018		C		65,000	A	$0.00	110,781	D
Class A Common Stock	06/01/2018		C		25,000	A	$0.00	135,781	D
Class A Common Stock	06/01/2018		C		29,687	A	$0.00	165,468	D
Class A Common Stock	06/01/2018		C		15,492	A	$0.00	180,960	D
Class A Common Stock	06/01/2018		S		150,022	D	$26.31⁽²⁾	30,938	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)
Employee Stock Option (right to buy)	$1.16	06/01/2018		M			65,000	⁽³⁾	04/27/2022	Class B Common Stock	65,000	$0.00	0	D
Employee Stock Option (right to buy)	$17.85	06/01/2018		M			25,000	⁽⁴⁾	04/02/2024	Class B Common Stock	25,000	$0.00	0	D
Employee Stock Option (right to buy)	$14.05	06/01/2018		M			29,687	⁽⁵⁾	01/02/2025	Class B Common Stock	29,687	$0.00	0⁽⁶⁾	D
Employee Stock Option (right to buy)	$17.52	06/01/2018		M			14,843	⁽⁵⁾	06/18/2025	Class A Common Stock	14,843	$0.00	0⁽⁶⁾	D
Class B Common Stock	⁽⁷⁾	06/01/2018		M		65,000		⁽⁷⁾	⁽⁷⁾	Class A Common Stock	65,000	$0.00	80,492	D
Class B Common Stock	⁽⁷⁾	06/01/2018		M		25,000		⁽⁷⁾	⁽⁷⁾	Class A Common Stock	25,000	$0.00	105,492	D
Class B Common Stock	⁽⁷⁾	06/01/2018		M		29,687		⁽⁷⁾	⁽⁷⁾	Class A Common Stock	29,687	$0.00	135,179	D
Class B Common Stock	⁽⁷⁾	06/01/2018		C			65,000	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	65,000	$0.00	70,179	D
Class B Common Stock	⁽⁷⁾	06/01/2018		C			25,000	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	25,000	$0.00	45,179	D
Class B Common Stock	⁽⁷⁾	06/01/2018		C			29,687	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	29,687	$0.00	15,492	D
Class B Common Stock	⁽⁷⁾	06/01/2018		C			15,492	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	15,492	$0.00	0	D

Explanation of Responses:

1. This number reflects the cancellation of unvested RSUs in connection with the Reporting Person's departure from Box, Inc., as reported in the Form 8-K that was filed with the SEC on 5/8/2018.

2. This sale price represents the weighted average sale price of the shares sold ranging from $25.99 to $26.51 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.

3. All of this option grant's shares became fully exercisable as of 4/23/2016.

4. All of this option grant's shares became fully exercisable as of 02/01/18.

5. One fourth of the shares subject to the option vested on March 20, 2016 and one forty-eighth of the shares vest monthly thereafter, provided that the Reporting Person was a Service Provider as of each vesting date.

6. This number reflects the cancellation of unvested options in connection with the Reporting Person's departure from Box, Inc., as reported in the Form 8-K that was filed with the SEC on 5/8/2018.

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.

Remarks:

	/s/ Peter McGoff	06/05/2018
	** 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).
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