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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Bessemer Venture Partners VIII L.P. (Last) (First) (Middle) C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 (Street) LARCHMONT NY 10538 (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		5,037,091	A	(1)(2)(3)(4)(5)(6)	5,037,091	I	See footnotes(7)(8)
Existing Class A Common Stock(9)	01/28/2015		J		5,037,091	D	(9)	0	I	See footnotes(8)

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 A Preferred Stock(1)	(1)	01/28/2015		C			350,514	(1)	(1)	Existing Class A Common Stock	350,514	$0.00	0	I	See footnotes(8)(11)
Series B Preferred Stock(2)	(2)	01/28/2015		C			1,345,970	(2)	(2)	Existing Class A Common Stock	1,345,970	$0.00	0	I	See footnotes(8)(12)
Series C Preferred Stock(3)	(3)	01/28/2015		C			509,633	(3)	(3)	Existing Class A Common Stock	509,633	$0.00	0	I	See footnotes(8)(13)
Series D-2 Preferred Stock(4)	(4)	01/28/2015		C			1,654,588	(4)	(4)	Existing Class A Common Stock	1,654,588	$0.00	0	I	See footnotes(8)(14)
Series E Preferred Stock(5)	(5)	01/28/2015		C			916,386	(5)	(5)	Existing Class A Common Stock	916,386	$0.00	0	I	See footnotes(8)(15)
Series E-1 Preferred Stock(6)	(6)	01/28/2015		C			260,000	(6)	(6)	Existing Class A Common Stock	260,000	$0.00	0	I	See footnotes(8)(16)
Class B Common Stock(9)(17)	(9)	01/28/2015		J		5,037,091		(17)	(17)	Class A Common Stock	5,037,091	$0.00	5,037,091	I	See footnotes(8)(10)

1. Name and Address of Reporting Person* Bessemer Venture Partners VIII L.P. (Last) (First) (Middle) C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 (Street) LARCHMONT NY 10538 (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* Bessemer Venture Partners VIII Institutional L.P. (Last) (First) (Middle) C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 (Street) LARCHMONT NY 10538 (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* Deer VIII & Co. L.P. (Last) (First) (Middle) C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 (Street) LARCHMONT NY 10538 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Deer VIII & Co. Ltd. (Last) (First) (Middle) C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 (Street) LARCHMONT NY 10538 (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 A 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 B Preferred 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. The Series C Preferred 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.

4. The Series D-2 Preferred 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.

5. The Series E Preferred 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.

6. The Series E-1 Preferred 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.

7. After the above conversions, Bessemer Venture Partners VIII Institutional L.P. ("BVP VIII Inst") and Bessemer Venture Partners VIII L.P. ("BVP VIII", and together with BVP VIII Inst, the "Funds") owned 2,750,252 and 2,286,839 shares, respectively, of Existing Class A Common Stock.

8. Deer VIII & Co. L.P. ("Deer VIII") is the general partner of each of the Funds. Deer VIII & Co. Ltd ("Deer Ltd.") is the general partner of Deer VIII. Deer VIII disclaims beneficial ownership of the shares held by the Funds (the "Shares") and this report shall not be deemed an admission that such reporting person is the beneficial owner of such Shares, except to the extent of its pecuniary interest, if any, in the Shares by virtue of its general partner interests in the Funds. Deer Ltd. disclaims beneficial ownership of the Shares and this report shall not be deemed an admission that such reporting person is the beneficial owner of such Shares, except to the extent of its pecuniary interest, if any, in the Shares by virtue of its general partner interest in Deer VIII.

9. 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.

10. Following the reclassification of Existing Class A to Class B Common Stock, BVP VIII Inst and BVP VIII own 2,750,252 and 2,286,839 shares, respectively, of the Class B Common Stock.

11. BVP VIII Inst and BVP VIII owned 191,381 and 159,133 shares, respectively, of the Series A Preferred Stock.

12. BVP VIII Inst and BVP VIII owned 734,900 and 611,070 shares, respectively, of the Series B Preferred Stock.

13. BVP VIII Inst and BVP VIII owned 278,260 and 231,373 shares, respectively, of the Series C Preferred Stock.

14. BVP VIII Inst and BVP VIII owned 903,405and 751,183 shares, respectively, of the Series D-2 Preferred Stock.

15. BVP VIII Inst and BVP VIII owned 500,346 and 416,040 shares, respectively, of the Series E Preferred Stock.

16. BVP VIII Inst and BVP VIII owned 141,960 and 118,040 shares, respectively, of the Series E-1 Preferred Stock.

17. 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/ J. Edmund Colloton, Director, Deer VIII & Co. Ltd., the General Partner for Deer VIII & Co. L.P., the General Partner for BVP VIII Institutional L.P. and Bessemer Venture Partners VIII L.P.	01/30/2015
	/s/ J. Edmund Colloton, Director, Deer VIII & Co. Ltd., the General Partner for Deer VIII & Co. L.P.	01/30/2015
	/s/ J. Edmund Colloton, Director, Deer VIII & Co. Ltd.	01/30/2015
	** Signature of Reporting Person	Date
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