Sec Form 4 Filing - EMERGENCE CAPITAL PARTNERS II LP @ BOX INC - 2015-01-28

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person EMERGENCE CAPITAL PARTNERS II LP 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) (Last) (First) (Middle) 160 BOVET ROAD, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 01/28/2015 (Street) SAN MATEO, CA94402 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 1,689,028 A 1,689,028 I See footnote ( 3 ) Existing Class A Common Stock ( 4 ) 01/28/2015 J 1,689,028 D 0 I See footnote ( 3 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 D Preferred Stock ( 1 ) ( 1 ) 01/28/2015 C 1,502,261 ( 1 ) ( 1 ) Existing Class A Common Stock 1,502,261 $ 0 0 I See footnote ( 3 ) Series D-1 Preferred Stock ( 2 ) ( 2 ) 01/28/2015 C 186,767 ( 2 ) ( 2 ) Existing Class A Common Stock 186,767 $ 0 0 I See footnote ( 3 ) Class B Common Stock ( 5 ) ( 5 ) 01/28/2015 J 1,689,028 ( 5 ) ( 5 ) Class A Common Stock 1,689,028 $ 0 1,689,028 I See footnote ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other EMERGENCE CAPITAL PARTNERS II LP 160 BOVET ROAD, SUITE 300 SAN MATEO, CA94402 X EMERGENCE EQUITY PARTNERS II, L.P. 160 BOVET ROAD SUITE 300 SAN MATEO, CA94402 X EMERGENCE GP PARTNERS, LLC 160 BOVET ROAD SUITE 300 SAN MATEO, CA94402 X Signatures By: Emergence Capital Partners II, L.P., By: Emergence Equity Partners II, L.P., its sole general partner, By: Emergence GP Partners, LLC, its sole general partner, /s/ Jason Green, Manager 01/30/2015 Signature of Reporting Person Date By: Emergence Equity Partners II, L.P., By: Emergence GP Partners, LLC, its sole general partner, /s/ Jason Green, Manager 01/30/2015 Signature of Reporting Person Date By: Emergence GP Partners, LLC, /s/ Jason Green, Manager 01/30/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Series D 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 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. ( 3 )Shares are held directly by Emergence Capital Partners II, L.P. ("Emergence"). The sole general partner of Emergence is Emergence Equity Partners II, L.P. ("EEP II"), the sole general partner of EEP II is Emergence GP Partners, LLC ("EGP"), and each of EEP II and EGP may be deemed to have sole voting and dispositive power with respect to the shares held by Emergence. ( 4 )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. ( 5 )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.

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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