Edgar Filing: Smith Dylan C

Ownership Submission

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 OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Smith Dylan C

2. Issuer Name and Ticker or Trading Symbol
BOX INC [BOX]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chief Financial Officer

(Last)

(First)

(Middle)

900 JEFFERSON AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
06/14/2018

(Street)

REDWOOD CITY, CA 94063

4. If Amendment, Date Original Filed(Month/Day/Year)

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 (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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	06/14/2018		C		1,210,545	A	⁽¹⁾	1,210,545	D
Class A Common Stock	06/14/2018		C		85,000	A	⁽¹⁾	85,000	I	See footnote ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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 (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 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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class B Common Stock

⁽¹⁾

06/14/2018

1,210,545

⁽¹⁾

Class A Common Stock

1,210,545

$ 0

Class B Common Stock

⁽¹⁾

06/14/2018

85,000

⁽¹⁾

Class A Common Stock

85,000

$ 0

See footnote ⁽²⁾

Employee Stock Option (right to buy)

$ 0.59

06/14/2018

J⁽³⁾

17,362

⁽⁴⁾

04/06/2021

Class B Common Stock

17,362

$ 0

Employee Stock Option (right to buy)

$ 0.59

06/14/2018

J⁽³⁾

17,362

⁽⁴⁾

04/06/2021

Class A Common Stock

17,362

$ 0

17,362

Employee Stock Option (right to buy)

$ 1.16

06/14/2018

J⁽³⁾

240,000

⁽⁴⁾

03/31/2022

Class B Common Stock

240,000

$ 0

Employee Stock Option (right to buy)

$ 1.16

06/14/2018

J⁽³⁾

240,000

⁽⁴⁾

03/31/2022

Class A Common Stock

240,000

$ 0

240,000

Employee Stock Option (right to buy)

$ 1.16

06/14/2018

J⁽³⁾

140,000

⁽⁵⁾

03/31/2022

Class B Common Stock

140,000

$ 0

Employee Stock Option (right to buy)

$ 1.16

06/14/2018

J⁽³⁾

140,000

⁽⁵⁾

03/31/2022

Class A Common Stock

140,000

$ 0

140,000

Employee Stock Option (right to buy)

$ 4.63

06/14/2018

J⁽³⁾

140,000

⁽⁶⁾

02/06/2023

Class B Common Stock

140,000

$ 0

Employee Stock Option (right to buy)

$ 4.63

06/14/2018

J⁽³⁾

140,000

⁽⁶⁾

02/06/2023

Class A Common Stock

140,000

$ 0

140,000

Employee Stock Option (right to buy)

$ 17.85

06/14/2018

J⁽³⁾

140,000

⁽⁴⁾

04/02/2024

Class B Common Stock

140,000

$ 0

Employee Stock Option (right to buy)

$ 17.85

06/14/2018

J⁽³⁾

140,000

⁽⁴⁾

04/02/2024

Class A Common Stock

140,000

$ 0

140,000

Employee Stock Option (right to buy)

$ 14.05

06/14/2018

J⁽³⁾

120,000

⁽⁷⁾

01/01/2025

Class B Common Stock

120,000

$ 0

Employee Stock Option (right to buy)

$ 14.05

06/14/2018

J⁽³⁾

120,000

⁽⁷⁾

01/01/2025

Class A Common Stock

120,000

$ 0

120,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Smith Dylan C 900 JEFFERSON AVENUE REDWOOD CITY, CA 94063	X	X	Chief Financial Officer

Signatures

/s/ David Leeb, Attorney-in-Fact		06/18/2018
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	This does not represent a sale or purchase of Issuer's common stock; rather, it represents the automatic conversion of shares of the Issuer's Class B Common Stock into shares of the Issuer's Class A Common Stock, which occurred when outstanding Class B Common Stock no longer represented at least 5% of the Issuer's total outstanding common stock, as set forth in the Issuer's Amended and Restated Certificate of Incorporation.
(2)	The shares are held of record by the DCS GRAT of 2014, for which the Reporting Person serves as trustee.
(3)	In connection with the automatic conversion described in footnote (1) above, outstanding Class B Common Stock restricted stock units and options that were issued under the Issuer's 2011 Equity Incentive Plan and 2006 Stock Incentive Plan remain unchanged, except that the underlying shares are now Class A Common Stock.
(4)	The shares subject to the option are fully vested and exercisable.
(5)	1/96 of the shares subject to the option vest monthly over two years beginning on February 1, 2012, and 1/32 of the shares vest monthly thereafter.
(6)	1/96 of the shares subject to the option vest monthly over two years beginning on February 1, 2013, and 1/32 of the shares vest monthly thereafter.
(7)	1/4 of the shares subject to the option vest on March 20, 2016, and 1/48 of the shares vest monthly thereafter.

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