Edgar Filing: BOX INC

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 ^*

Presidio Management Group IX, L.L.C.

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)

2735 SAND HILL ROAD

3. Date of Earliest Transaction (Month/Day/Year)
01/28/2015

(Street)

MENLO PARK, CA 94025

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

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 (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)
Existing Class A Common Stock	01/28/2015		C		11,713,775	A	⁽¹⁾ ⁽²⁾ ⁽³⁾	11,713,775	I	Directly owned by USVP IX ⁽⁴⁾
Existing Class A Common Stock	01/28/2015		J⁽⁵⁾		11,713,775	D	⁽⁵⁾	0	I	Directly owned by USVP IX ⁽⁴⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Series B Preferred Stock ⁽¹⁾

⁽¹⁾

01/28/2015

8,283,181

⁽¹⁾

Existing Class A Common Stock

8,283,181

$ 0

Directly owned by USVP IX ⁽⁴⁾

Series C Preferred Stock ⁽²⁾

⁽²⁾

01/28/2015

2,486,922

⁽²⁾

Existing Class A Common Stock

2,486,922

$ 0

Directly owned by USVP IX ⁽⁴⁾

Series D Preferred Stock ⁽³⁾

⁽³⁾

01/28/2015

943,672

⁽³⁾

Existing Class A Common Stock

943,672

$ 0

Directly owned by USVP IX ⁽⁴⁾

Class B Common Stock ⁽⁶⁾

⁽⁶⁾

01/28/2015

J⁽⁵⁾

11,713,775

⁽⁶⁾

Class A Common Stock

11,713,775

$ 0

11,713,775

Directly owned by USVP IX ⁽⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Presidio Management Group IX, L.L.C. 2735 SAND HILL ROAD MENLO PARK, CA 94025		X
U S Venture Partners IX L P 2735 SAND HILL ROAD MENLO PARK, CA 94025		X
FEDERMAN IRWIN 2735 SAND HILL ROAD MENLO PARK, CA 94025		X
LIDDLE DAVID E 2735 SAND HILL ROAD MENLO PARK, CA 94025		X
Matteucci Paul A 2735 SAND HILL ROAD MENLO PARK, CA 94025		X
ROOT JONATHAN D 2735 SAND HILL ROAD MENLO PARK, CA 94025		X
Tansey Casey M 2735 SAND HILL ROAD MENLO PARK, CA 94025		X
YOUNG PHILIP M 2735 SAND HILL ROAD MENLO PARK, CA 94025		X

Signatures

Michael P Maher - Attorney in fact for each reporting person		01/30/2015
^**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)	The Series B 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 C 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)	The Series D 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.
(4)	The shares are held of record by U.S. Venture Partners IX, L.P. ("USVP IX"). Presidio Management Group IX, LLC ("PMG IX") is the general partner of USVP IX and may be deemed to have sole voting and dispositive power over the shares held by USVP IX. Steven M. Krausz, a director of the Issuer, and each of Irwin Federman, David E. Liddle, Paul A Matteucci, Jonathan D. Root, Casey M. Tansey, and Philip M. Young, are managing members of PMG IX, and may be deemed to share voting and dispositive power over the shares held by USVP IX. Such persons and entities disclaim beneficial ownership of shares held by USVP IX, except to the extent of any proportionate pecuniary interest therein.
(5)	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.
(6)	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.

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