SC 13G/A

Names of Reporting Persons.

Aaron Levie

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ☐ (b) ☒

SEC Use Only

Citizenship or Place of Organization

United States of America

0001193125-18-042903.txt : 20180213 0001193125-18-042903.hdr.sgml : 20180213 20180213172625 ACCESSION NUMBER: 0001193125-18-042903 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180213 DATE AS OF CHANGE: 20180213 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BOX INC CENTRAL INDEX KEY: 0001372612 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 202714444 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88540 FILM NUMBER: 18605047 BUSINESS ADDRESS: STREET 1: 900 JEFFERSON AVE CITY: REDWOOD CITY STATE: CA ZIP: 94063 BUSINESS PHONE: 877-729-4269 MAIL ADDRESS: STREET 1: 900 JEFFERSON AVE CITY: REDWOOD CITY STATE: CA ZIP: 94063 FORMER COMPANY: FORMER CONFORMED NAME: BOX.NET INC DATE OF NAME CHANGE: 20060814 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Levie Aaron CENTRAL INDEX KEY: 0001606525 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: C/O BOX INC STREET 2: 4440 EL CAMINO CITY: LOS ALTOS STATE: CA ZIP: 94022 SC 13G/A 1 d539271dsc13ga.htm SC 13G/A SC 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Box, Inc.

(Name of Issuer)

Class A Common Stock, $0.0001 par value per share

(Title of Class of Securities)

10316T 104

(CUSIP Number)

December 31, 2017

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-l(b)

☐ Rule 13d-l(c)

☒ Rule 13d-l(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 10316T 104

Item 1.

(a) Name of Issuer:

Box, Inc.

(b) Address of Issuer’s Principal Executive Offices:

900 Jefferson Ave.

Redwood City, CA 94063

Item 2.

(a) Name of Person Filing:

Aaron Levie

(b) Address of Principal Business Office or, if none, Residence:

c/o Box, Inc.

900 Jefferson Ave.

Redwood City, CA 94063

Aaron Levie is a U.S. citizen

(d) Title of Class of Securities:

Class A Common Stock, $0.0001 par value per share (See Item 4(b) below)

(e) CUSIP Number:

10316T 104

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Not applicable.

Item 4.

Ownership.

(a) Amount beneficially owned:

As of December 31, 2017, Mr. Levie held 41,500 shares of Class A Common Stock, 2,565,372 shares of Class B Common Stock and 2,528,423 shares subject to options to purchase Class B Common Stock that were fully exercisable within 60 days of December 31, 2017.

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. Each share of Class B Common Stock is entitled to ten votes per share, whereas each share of Class A Common Stock is entitled to one vote per share. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to the aforementioned conversion rights and voting rights.

(b) Percent of class:

4.00%

The ownership percentage above is calculated based on 123,230,065 shares of Class A Common Stock outstanding as of December 31, 2017, as reported by the issuer to the reporting person, plus the assumed conversion of 5,093,795 shares of Class B Common Stock deemed beneficially owned by Mr. Levie, as described herein, into shares of Class A Common Stock.

(i)

Sole power to vote or to direct the vote

5,135,295

(ii)

Shared power to vote or to direct the vote

None

(iii)

Sole power to dispose or to direct the disposition of

5,135,295

(iv)

Shared power to dispose or to direct the disposition of

None

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☒ Yes

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certifications.

Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I hereby certify that the information set forth in this statement is true, complete and correct.