Sec Form 4 Filing - O'Driscoll Rory @ BOX INC - 2017-06-23

Insider filing report for Changes in Beneficial Ownership
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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
O'Driscoll Rory
2. Issuer Name and Ticker or Trading Symbol
BOX INC [ BOX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O SCALE VENTURE MANAGEMENT III, LLC, 950 TOWER LANE, SUITE 1150
3. Date of Earliest Transaction (MM/DD/YY)
06/23/2017
(Street)
FOSTER CITY, CA94404
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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
Class A Common Stock 06/23/2017 C( 1 ) 68,172 A 68,172 I See footnote ( 3 )
Class A Common Stock 06/23/2017 S 68,172 D $ 19.04 ( 4 ) 0 I See footnote ( 3 )
Class A Common Stock 06/26/2017 C( 1 ) 56,024 A 56,024 I See footnote ( 3 )
Class A Common Stock 06/26/2017 S 56,024 D $ 19.26 ( 5 ) 0 I See footnote ( 3 )
Class A Common Stock 06/27/2017 C( 1 ) 150,560 A 150,560 I See footnote ( 3 )
Class A Common Stock 06/27/2017 S 150,560 D $ 19.5 ( 6 ) 0 I See footnote ( 3 )
Class A Common Stock 19,666 ( 7 ) D
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
Class B Common Stock ( 2 ) 06/23/2017 C( 1 ) 68,172 ( 2 ) ( 2 ) Class A Common Stock 68,172 $ 0 4,283,321 I See footnote ( 3 )
Class B Common Stock ( 2 ) 06/26/2017 C( 1 ) 56,024 ( 2 ) ( 2 ) Class A Common Stock 56,024 $ 0 4,227,297 I See footnote ( 3 )
Class C Common Stock ( 2 ) 06/27/2017 C( 1 ) 150,560 ( 2 ) ( 2 ) Class A Common Stock 150,560 $ 0 4,076,737 I See footnote ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
O'Driscoll Rory
C/O SCALE VENTURE MANAGEMENT III, LLC
950 TOWER LANE, SUITE 1150
FOSTER CITY, CA94404
X
Signatures
/s/ Rory O'Driscoll 06/27/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the conversion of Class B Common Stock into Class A Common Stock held by Scale Venture Partners III, L.P. ("SVP III").
( 2 )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.
( 3 )The shares are held of record by SVP III. Scale Venture Management III, LLC ("SVM III"), the general partner of SVP III, has sole voting and dispositive power with respect to the shares held by SVP III. Stacey Bishop, Kate Mitchell, Rory O'Driscoll and Andy Vitus, the managing members of SVM III, share voting and dispositive power with respect to the shares held by SVP III. The reporting person disclaims beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.
( 4 )The shares were sold at prices ranging from $18.78 to $19.25. The reporting person will provide upon request to the SEC, the issuer or security holder of the issuer, full information regarding the number of shares sold at each separate price.
( 5 )The shares were sold at prices ranging from $19.25 to $19.31. The reporting person will provide upon request to the SEC, the issuer or security holder of the issuer, full information regarding the number of shares sold at each separate price.
( 6 )The shares were sold at prices ranging from $19.25 to $19.91. The reporting person will provide upon request to the SEC, the issuer or security holder of the issuer, full information regarding the number of shares sold at each separate price.
( 7 )Pursuant to the policies of Scale Venture Partners III, LP ("Scale Partners") and Scale Management III, LLC ("Scale Management III") and Scale Management LLC ("Scale Management") the Reporting Person is deemed to hold the reported security for the benefit of Scale Management. Scale Management may be deemed the indirect beneficial owner of the security. The Reporting Person disclaims beneficial ownership of the security except to the extent of his pecuniary interest therein.

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).
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