Box (BOX) Form 4 BOX / DANIEL J LEVIN 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^*

LEVIN DANIEL J

(Last) (First) (Middle)

900 JEFFERSON AVE

(Street)

REDWOOD CITY CA 94063

(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)
12/13/2022

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	12/13/2022		M		50,000	A	$4.63	50,000	I	See footnote(1)
Class A Common Stock	12/13/2022		M		6,340	A	$17.85	56,340	I	See footnote(1)
Class A Common Stock	12/13/2022		M		73,506	A	$17.85	129,846	I	See footnote(1)
Class A Common Stock	12/13/2022		M		1	A	$14.05	129,847	I	See footnote(1)
Class A Common Stock	12/13/2022		S		73,506	D	$31.385(2)	56,341	I	See footnote(1)
Class A Common Stock	12/14/2022		M		76,494	A	$17.85	132,835	I	See footnote(1)
Class A Common Stock	12/14/2022		S		76,494	D	$31.559(3)	56,341	I	See footnote(1)
Class A Common Stock								36,888	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
Employee Stock Option (right to buy)	$4.63	12/13/2022		M			50,000	(4)	04/19/2023	Class A Common Stock	50,000	$0.00	0	I	See footnote(1)
Employee Stock Option (right to buy)	$17.85	12/13/2022		M			6,340	(5)	04/02/2024	Class A Common Stock	6,340	$0.00	0	I	See footnote(1)
Employee Stock Option (right to buy)	$17.85	12/13/2022		M			73,506	(6)	04/02/2024	Class A Common Stock	73,506	$0.00	220,154	I	See footnote(1)
Employee Stock Option (right to buy)	$14.05	12/13/2022		M			1	(7)	01/02/2025	Class A Common Stock	1	$0.00	0	I	See footnote(1)
Employee Stock Option (right to buy)	$17.85	12/14/2022		M			76,494	(6)	04/02/2024	Class A Common Stock	76,494	$0.00	143,660	I	See footnote(1)

Explanation of Responses:

1. The shares are held of record by Daniel J. Levin and Naomi J. Andrews, as Trustees of the Levin/Andrews Family Trust.

2. This sale price represents the weighted average sale price of the shares sold ranging from $31.11 to $31.63 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.

3. This sale price represents the weighted average sale price of the shares sold ranging from $31.09 to $31.99 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.

4. All of this option grant's shares became fully exercisable as of 02/01/2017.

5. All of this option grant's shares became fully exercisable as of 01/01/2018.

6. All of this option grant's shares became fully exercisable as of 02/01/2018.

7. 1 of this option grant's shares became fully exercisable as of 01/20/2017. The remaining options were subsequently cancelled due to the terms of the grant.

Remarks:

	/s/ David Leeb, Attorney-in-Fact	12/15/2022
	** 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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