| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
BOX INC [ BOX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/28/2015 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 22,866,047 | A | (1)(2)(3)(4)(5)(6)(7) | 23,016,047 | I | See footnotes(8)(9)(10)(11) | ||
| Existing Class A Common Stock(12) | 01/28/2015 | J | 23,016,047 | D | (12) | 0 | I | See footnotes(8)(9)(10)(11) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | 4,877,906 | (1) | (1) | Existing Class A Common Stock | 4,877,906 | $0.00 | 0 | I | See footnotes(8)(9)(13) | |||
| Series B Preferred Stock(2) | (2) | 01/28/2015 | C | 10,264,545 | (2) | (2) | Existing Class A Common Stock | 10,264,545 | $0.00 | 0 | I | See footnotes(8)(9)(14) | |||
| Series C Preferred Stock(3) | (3) | 01/28/2015 | C | 4,504,703 | (3) | (3) | Existing Class A Common Stock | 4,504,703 | $0.00 | 0 | I | See footnotes(8)(9)(15) | |||
| Series D Preferred Stock(4) | (4) | 01/28/2015 | C | 1,715,928 | (4) | (4) | Existing Class A Common Stock | 1,715,928 | $0.00 | 0 | I | See footnotes(8)(9)(16) | |||
| Series D-1 Preferred Stock(5) | (5) | 01/28/2015 | C | 996,090 | (5) | (5) | Existing Class A Common Stock | 996,090 | $0.00 | 0 | I | See footnotes(10)(17) | |||
| Series E Preferred Stock(6) | (6) | 01/28/2015 | C | 229,097 | (6) | (6) | Existing Class A Common Stock | 229,097 | $0.00 | 0 | I | See footnotes(10)(18) | |||
| Series E-1 Preferred Stock(7) | (7) | 01/28/2015 | C | 277,778 | (7) | (7) | Existing Class A Common Stock | 277,778 | $0.00 | 0 | I | See footnotes(10)(19) | |||
| Class B Common Stock(20) | (20) | 01/28/2015 | J | 23,016,047 | (20) | (20) | Class A Common Stock | 23,016,047 | $0.00 | 23,016,047 | I | See footnotes(8)(9)(10)(11) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| 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 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 D-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. |
| 6. 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. |
| 7. 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. |
| 8. The General Partner of Draper Associates, L.P. (DALP) is Draper Associates, Inc. which is controlled by its President and majority shareholder, Timothy C. Draper. DALP invests lockstep alongside Draper Fisher Jurvetson Fund VIII, L.P. (Fund VIII) and Draper Fisher Jurvetson Fund IX, L.P. (Fund IX). |
| 9. Timothy C. Draper, John H.N. Fisher and Stephen T. Jurvetson are managing directors of the general partner entities of Fund VIII and Fund IX that directly hold shares and as such they may be deemed to have voting and investment power with respect to such shares. Draper Fisher Jurvetson Partners VIII, LLC (Partners VIII) invests lockstep alongside Fund VIII. Draper Fisher Jurvetson Partners IX, LLC (Partners IX) invests lockstep alongside Fund IX. The managing members of Partners VIII and Partners IX are Timothy C. Draper, John H.N. Fisher and Stephen T. Jurvetson. These individuals disclaim beneficial ownership of these shares except to the extent of their pecuniary interest therein. |
| 10. John H.N. Fisher, Barry M. Schuler and Mark W. Bailey are managing directors of the general partner entities of Draper Fisher Jurvetson Growth Fund 2006, L.P. (Growth Fund) that directly hold shares and as such they may be deemed to have voting and investment power with respect to such shares. Draper Fisher Jurvetson Partners Growth Fund 2006, LLC (Growth Partners) invests lockstep alongside Growth Fund. The managing members of Growth Partners are John H.N. Fisher, Barry M. Schuler, Mark W. Bailey, Timothy C. Draper and Stephen T. Jurvetson. These individuals disclaim beneficial ownership of these shares except to the extent of their pecuniary interest therein. |
| 11. 1,490,740 of these shares are owned directly by DALP, 4,660,560 of these shares are owned directly by Fund IX, 14,904,281 of these shares are owned directly by Fund VIII, 126,295 of these shares are owned directly by Partners IX, 331,206 of these shares are owned directly by Partners VIII, 1,390,544 of these shares are owned directly by Growth Fund, and 112,421 of these shares are owned directly by Growth Partners. |
| 12. 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. |
| 13. 390,233 of these shares are owned directly by DALP, 4,390,115 of these shares are owned directly by Fund VIII, and 97,558 of these shares are owned directly by Partners VIII. |
| 14. 821,162 of these shares are owned directly by DALP, 9,238,092 of these shares are owned directly by Fund VIII, and 205,291 of these shares are owned directly by Partners VIII. |
| 15. 198,650 of these shares are owned directly by DALP, 3,272,755 of these shares are owned directly by Fund IX, 924,076 of these shares are owned directly by Fund VIII, 88,687 of these shares are owned directly by Partners IX, and 20,535 of these shares are owned directly by Partners VIII. |
| 16. 75,670 of these shares are owned directly by DALP, 1,246,655 of these shares are owned directly by Fund IX, 351,998 of these shares are owned directly by Fund VIII, 33,783 of these shares are owned directly by Partners IX, and 7,822 of these shares are owned directly by Partners VIII. |
| 17. 921,583 of these shares are owned directly by Growth Fund, and 74,507 of these shares are owned directly by Growth Partners. |
| 18. 211,961 of these shares are owned directly by Growth Fund, and 17,136 of these shares are owned directly by Growth Partners. |
| 19. 257,000 of these shares are owned directly by Growth Fund, and 20,778 of these shares are owned directly by Growth Partners. |
| 20. 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: |
| This report is filed as form 1 of 2 to report related transactions for the following filers: Draper Fisher Jurvetson Fund VIII, L.P.; Draper Fisher Jurvetson Partners VIII, LLC; Draper Fisher Jurvetson Fund IX, L.P.; Draper Fisher Jurvetson Partners IX, LLC; Draper Associates, L.P.; Timothy Draper; John Fisher; Stephen Jurvetson; Mark Bailey; Barry Schuler; Draper Fisher Jurvetson Growth Fund 2006, L.P.; and Draper Fisher Jurvetson Partners Growth Fund 2006, LLC. |
| /s/ John Fisher, Managing Director | 01/28/2015 | |
| /s/ John Fisher, Managing Member | 01/29/2015 | |
| /s/ John Fisher, Managing Director | 01/29/2015 | |
| /s/ John Fisher, Managing Member | 01/29/2015 | |
| /s/ Timothy C. Draper, General Partner | 01/29/2015 | |
| /s/ Timothy Draper | 01/29/2015 | |
| /s/ John Fisher | 01/29/2015 | |
| /s/ Stephen Jurvetson | 01/29/2015 | |
| /s/ Mark Bailey | 01/29/2015 | |
| /s/ Barry Schuler | 01/29/2015 | |
| ** 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). | ||
| ** 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. | ||