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 ^*

Draper Fisher Jurvetson Fund VIII L P

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)

C/O DRAPER FISHER JURVETSON, 2882 SAND HILL ROAD, SUITE 150

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2017

(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)
Class A Common Stock	03/15/2017		C⁽¹⁾		1,490,428	A	⁽¹⁾	1,490,428	I	By Fund VIII ⁽²⁾ ⁽³⁾ ⁽⁴⁾
Class A Common Stock	03/15/2017		J⁽⁵⁾		1,490,428	D	⁽⁵⁾	0	I	By Fund VIII ⁽²⁾ ⁽³⁾ ⁽⁴⁾
Class A Common Stock	03/15/2017		C⁽⁶⁾		33,121	A	⁽⁶⁾	33,121	I	By Partners VIII ⁽²⁾ ⁽³⁾ ⁽⁴⁾
Class A Common Stock	03/15/2017		J⁽⁷⁾		33,121	D	⁽⁷⁾	0	I	By Partners VIII ⁽²⁾ ⁽³⁾ ⁽⁴⁾
Class A Common Stock	03/15/2017		C⁽⁸⁾		466,056	A	⁽⁸⁾	466,056	I	By Fund IX ⁽²⁾ ⁽³⁾ ⁽⁴⁾
Class A Common Stock	03/15/2017		J⁽⁹⁾		466,056	D	⁽⁹⁾	0	I	By Fund IX ⁽²⁾ ⁽³⁾ ⁽⁴⁾
Class A Common Stock	03/15/2017		C⁽¹⁰⁾		12,630	A	⁽¹⁰⁾	12,630	I	By Partners IX ⁽²⁾ ⁽³⁾ ⁽⁴⁾
Class A Common Stock	03/15/2017		J⁽¹¹⁾		12,630	D	⁽¹¹⁾	0	I	By Partners IX ⁽²⁾ ⁽³⁾ ⁽⁴⁾
Class A Common Stock	03/15/2017		J⁽¹²⁾		377,066	A	⁽¹²⁾	377,066	I	See footnote ⁽¹³⁾
Class A Common Stock	03/16/2017		J⁽¹⁴⁾		377,066	D	⁽¹⁴⁾	0	I	See footnote ⁽¹³⁾
Class A Common Stock	03/15/2017		J⁽¹⁵⁾		4,660	A	⁽⁹⁾	4,660	I	See footnote ⁽¹⁶⁾
Class A Common Stock	03/16/2017		J⁽¹⁷⁾		4,660	D	⁽¹⁷⁾	0	I	See footnote ⁽¹⁶⁾

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 ⁽¹⁸⁾

⁽¹⁸⁾

03/15/2017

C⁽¹⁾

1,490,428

⁽¹⁸⁾

Class A Common Stock

1,490,428

$ 0

17,521,150

See footnotes ⁽²⁾ ⁽³⁾ ⁽⁴⁾

Class B Common Stock ⁽¹⁸⁾

⁽¹⁸⁾

03/15/2017

C⁽⁶⁾

33,121

⁽¹⁸⁾

Class A Common Stock

33,121

$ 0

17,488,029

See footnotes ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽¹⁹⁾

Class B Common Stock ⁽¹⁸⁾

⁽¹⁸⁾

03/15/2017

C⁽⁸⁾

466,056

⁽¹⁸⁾

Class A Common Stock

466,056

$ 0

17,021,973

See footnotes ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽¹⁹⁾

Class B Common Stock ⁽¹⁸⁾

⁽¹⁸⁾

03/15/2017

C⁽¹⁰⁾

12,630

⁽¹⁸⁾

Class A Common Stock

12,630

$ 0

17,009,343

See footnotes ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽¹⁹⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Draper Fisher Jurvetson Fund VIII L P C/O DRAPER FISHER JURVETSON 2882 SAND HILL ROAD, SUITE 150 MENLO PARK, CA 94025		X
DRAPER FISHER JURVETSON GROWTH FUND 2006 LP C/O DRAPER FISHER JURVETSON 2882 SAND HILL ROAD, SUITE 150 MENLO PARK, CA 94025		X
DRAPER FISHER JURVETION PARTNERS GROWTH FUND 2006 LLC C/O DRAPER FISHER JURVETSON 2882 SAND HILL ROAD, SUITE 150 MENLO PARK, CA 94025		X

Signatures

/s/ John Fisher, Managing Director		03/17/2017
^**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)	Represents the conversion of Class B Common Stock into Class A Common Stock held by Draper Fisher Jurvetson Fund VIII, L.P. (Fund VIII).
(2)	The General Partner of Draper Associates, L.P. (DALP) is Draper Associates, Inc. which is controlled by its President and majority shareholder, Timothy C. Draper. DALP invests lockstep alongside Fund VIII and Draper Fisher Jurvetson Fund IX, L.P. (Fund IX).
(3)	Timothy C. Draper, John H.N. Fisher and Stephen T. Jurvetson are managing directors of the general partner entities of Fund VIII and Fund IX that directly hold shares and as such they may be deemed to have voting and investment power with respect to such shares. Draper Fisher Jurvetson Partners VIII, LLC (Partners VIII) invests lockstep alongside Fund VIII. Draper Fisher Jurvetson Partners IX, LLC (Partners IX) invests lockstep alongside Fund IX. The managing members of Partners VIII and Partners IX are Timothy C. Draper, John H.N. Fisher and Stephen T. Jurvetson. These individuals disclaim beneficial ownership of these shares except to the extent of their pecuniary interest therein.
(4)	John H.N. Fisher, Barry M. Schuler and Mark W. Bailey are managing directors of the general partner entities of Draper Fisher Jurvetson Growth Fund 2006, L.P. (Growth Fund) that directly hold shares and as such they may be deemed to have voting and investment power with respect to such shares. Draper Fisher Jurvetson Partners Growth Fund 2006, LLC (Growth Partners) invests lockstep alongside Growth Fund. The managing members of Growth Partners are John H.N. Fisher, Barry M. Schuler, Mark W. Bailey, Timothy C. Draper and Stephen T. Jurvetson. These individuals disclaim beneficial ownership of these shares except to the extent of their pecuniary interest therein.
(5)	Represents a pro rata in-kind distribution of Class A Common Stock of the Issuer by Fund VIII to its partners or members and includes the subsequent distribution by Draper Fisher Jurvetson Fund VIII Partners, L.P. to its respective partners or members.
(6)	Represents the conversion of Class B Common Stock into Class A Common Stock held by Partners VIII.
(7)	Represents a pro rata in-kind distribution of Class A Common Stock of the Issuer by Partners VIII to its partners or members.
(8)	Represents the conversion of Class B Common Stock into Class A Common Stock held by Fund IX.
(9)	Represents a pro rata in-kind distribution of Class A Common Stock of the Issuer by Fund IX to its partners or members
(10)	Represents the conversion of Class B Common Stock into Class A Common Stock held by Partners IX.
(11)	Represents a pro rata in-kind distribution of Class A Common Stock of the Issuer by Partners IX to its partners or members.
(12)	Represents the receipt of shares of Class A Common Stock of the Issuer by virtue of the pro rata in-kind distribution by Fund VIII.
(13)	Shares held by Draper Fisher Jurvetson Fund VIII Partners, L.P. (Fund VIII Partners).
(14)	Represents a pro rata in-kind distribution of Class A Common Stock of the Issuer by Fund VIII Partners to its partners or members.
(15)	Represents the receipt of shares of Class A Common Stock of the Issuer by virtue of the pro rata in-kind distribution by Fund IX.
(16)	Shares held by Draper Fisher Jurvetson Fund IX Partners, L.P. (Fund IX Partners).
(17)	Represents a pro rata in-kind distribution of Class A Common Stock of the Issuer by Fund IX Partners to its partners or members.
(18)	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.
(19)	1,490,740 of these shares are owned directly by DALP, 3,262,392 of these shares are owned directly by Fund IX, 10,432,997 of these shares are owned directly by Fund VIII, 88,406 of these shares are owned directly by Partners IX, 231,843 of these shares are owned directly by Partners VIII, 1,390,544 of these shares are owned directly by Growth Fund, and 112,421 of these shares are owned directly by Growth Partners.
Remarks: This report is filed as form 2 of 2 to report related transactions for the following filers: Draper Fisher Jurvetson Fund VIII, L.P.; Draper Fisher Jurvetson Partners VIII, LLC; Draper Fisher Jurvetson Fund IX, L.P.; Draper Fisher Jurvetson Partners IX, LLC; Draper Associates, L.P.; Timothy Draper; John Fisher; Stephen Jurvetson; Mark Bailey; Barry Schuler; Draper Fisher Jurvetson Growth Fund 2006, L.P.; and Draper Fisher Jurvetson Partners Growth Fund 2006, LLC.

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