0001372612BOX INCS-3ASREX-FILING FEESfalsefalse3.0% Series A Convertible Preferred Stock, par value $0.0001 per shareClass A Common Stock, $0.0001 par value, issuable upon conversion of 3.0% Series A Convertible Preferred Stock, par value $0.0001 per shareBOX INCBOX INCS-3S-32022-05-122022-05-123.0% Series A Convertible Preferred Stock, par value $0.0001 per share 0001372612 2025-05-12 2025-05-12 0001372612 1 2025-05-12 2025-05-12 0001372612 2 2025-05-12 2025-05-12 0001372612 1 2025-05-12 2025-05-12 0001372612 2 2025-05-12 2025-05-12 iso4217:USD xbrli:pure xbrli:shares
Exhibit 107.1
Calculation of Filing Fee Table
Form
S-3
(Form Type)
Box, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
 
               
Security Type  
Security
Class
Title
  Fee
Calculation
or Carry
Forward
Rule
  Amount
Registered
 
Proposed
Maximum
Offering Price Per
Unit
 
Maximum
Aggregate
Offering
Price
 
Fee
Rate
 
Amount of
Registration
Fee
               
Equity  
3.0% Series A Convertible Preferred Stock, par value $0.0001 per share
  457(a)
  266,666(1)   $1,244.88 (2)   $331,967,170.08   0.0001531   $50,824
               
Equity  
Class A Common Stock, $0.0001 par value, issuable upon conversion of 3.0% Series A Convertible Preferred Stock, par value $0.0001 per share
  457(a)   9,876,494(3)       0.0001531   (4)
         
Total Offering Amounts         $50,824
         
Total Fee Offsets         $19,530
         
Net Fee Due               $31,295
Table 2: Fee Offset Claims and Sources
 
                       
     Registrant or
Filer Name
 
Form or
Filing
Type
 
File
Number
 
Initial
Filing
Date
 
Filing
Date
 
Fee
Offset
Claimed
 
Security
Type
Associated
with Fee
Offset
Claimed
 
Security
Title
Associated
with Fee
Offset
Claimed
 
Unsold
Securities
Associated
with Fee
Offset
Claimed
 
Unsold
Aggregate
Offering
Amount
Associated
with Fee
Offset
Claimed
  Fee Paid
with Fee
Offset
Source
 
Rule 457(p)
                       
Fee Offset
Claims
 
Box, Inc.
 
S-3ASR
 
333-264896
 
May 12
, 2022
    $19,530(5)   Equity  
3.0% Series A Convertible Preferred Stock, par value $0.0001 per share
  266,666   $210,679,840.04    
                       
Fee Offset
Sources
 
Box, Inc.
 
S-3ASR
 
333-264896
     
May 12
, 2022
                      $19,530
 
(1)
The 266,666 shares of 3.0% Series A Convertible Preferred Stock, or the Series A Convertible Preferred Stock, were acquired by the selling securityholders in private transactions on May 12, 2021 (the “Closing Date”). Pursuant to Rule 416 under the Securities Act, the Registrant is also registering such indeterminate number of additional shares of the Series A Convertible Preferred Stock as may be issuable as a result of a stock split, stock dividend, recapitalization, reclassification, merger, consolidation or similar event.
(2)
Estimated solely for the purpose of determining the registration fee in accordance with Rule 457(a) under the Securities Act. There is no public market for the shares of Series A Convertible Preferred Stock being registered hereunder. The proposed maximum aggregate offering price of the Series A Convertible Preferred Stock being registered hereunder represents the most recent sale price of Series A Convertible Preferred Stock known to the Registrant at the time of this filing of $1,244.88 per share.

(3)
Each share of Series A Convertible Preferred Stock will be convertible into a number of shares of Class A common stock determined by dividing the sum of the liquidation preference of such share of Series A Convertible Preferred Stock and any accrued and unpaid dividends thereon on the conversion date by the then-applicable conversion price. Consists of up to 9,876,494 shares of Class A common stock issuable upon the conversion at the initial conversion price of approximately $27.00 per share of Class A common stock of 266,666 shares of the Series A Convertible Preferred Stock held as of the date hereof. Pursuant to Rule 416 under the Securities Act, the Registrant is also registering such indeterminate number of additional shares of Class A common stock as may be issuable as a result of a stock split, stock dividend, recapitalization, reclassification, merger, consolidation or similar event.
(4)
No separate consideration will be received for the shares of Class A common stock issuable upon conversion of the Series A Convertible Preferred Stock, and, therefore, no registration fee for those shares is required pursuant to Rule 457(i) under the Securities Act.
(5)
On May 12, 2022, the Registrant filed a Registration Statement on Form
S-3ASR
(File
No. 333-264896),
which became automatically effective upon its filing with the Securities and Exchange Commission (the “Prior Registration Statement”) registering up to $500,000,000 of Series A Convertible Preferred Stock, as well as the Class A Common Stock issuable upon conversion therefrom. The registrant paid a filing fee of $46,350 in connection with the Prior Registration Statement. Of the $500,000,000 of securities registered with the Prior Registration Statement, $289,320,159.96 have been sold, which equates to an associated registration fee of $26,820, and $210,679,840.04 remains unsold. As a result, the Registrant has $19,530 in unused filing fees associated with the Prior Registration Statement (calculated at the fee rate in effect on the filing date of the Prior Registration Statement). Shares of Series A Convertible Preferred Stock, as well as the Class A Common Stock issuable upon conversion therefrom, having a proposed maximum offering price of $331,967,170.08 are being registered pursuant to the Registration Statement on Form
S-3ASR
(the “Current Registration Statement”) to which this Exhibit 107.1 relates, which consist of the unsold shares of Series A Convertible Preferred Stock, as well as the Class A Common Stock issuable upon conversion therefrom, associated with the Prior Registration Statement. In accordance with Rule 457(p) under the Securities Act, the Registrant is using the unused filing fees associated with the Prior Registration Statement to offset the filing fee payable in connection with the Current Registration Statement, and the offering pursuant to the Prior Registration Statement is hereby terminated.