O'Driscoll Rory Form 4 BOX / Rory O'Driscoll ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

O'Driscoll Rory

(Last) (First) (Middle)

C/O SCALE VENTURE MANAGEMENT III, LLC

950 TOWER LANE, SUITE 1150

(Street)

FOSTER CITY CA 94404

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
06/23/2017

4. If Amendment, Date of 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

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	06/23/2017		C(1)		68,172	A	(2)	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	(2)	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	(2)	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 (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 Securities Underlying Derivative Security (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: 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	$0.00	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	$0.00	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	$0.00	4,076,737	I	See footnote(3)

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.

Remarks:

	/s/ Rory O'Driscoll	06/27/2017
	** Signature of Reporting Person	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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