Edgar Filing: BOX INC

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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 ^*

Â Bessemer Venture Partners VIII L.P.

2. Date of Event Requiring Statement (Month/Day/Year)
01/22/2015

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

(Last)

(First)

(Middle)

C/O BESSEMER VENTURE PARTNERS,Â 1865 PALMER AVENUE, SUITE 104

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

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

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

(Street)

LARCHMONT,Â NYÂ 10538

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 Beneficially Owned

1.Title of Security
(Instr. 4)

2. Amount of Securities Beneficially Owned
(Instr. 4)

3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)

4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	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.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Existing Class A Common Stock	350,514	$ ⁽¹⁾	I	See notes ⁽²⁾ ⁽³⁾
Series B Preferred Stock	Â ⁽⁴⁾	Â ⁽⁴⁾	Existing Class A Common Stock	1,345,970	$ ⁽⁴⁾	I	See notes ⁽⁵⁾ ⁽³⁾
Series C Preferred Stock	Â ⁽⁴⁾	Â ⁽⁴⁾	Existing Class A Common Stock	509,633	$ ⁽⁴⁾	I	See notes ⁽⁶⁾ ⁽³⁾
Series D-2 Preferred Stock	Â ⁽⁴⁾	Â ⁽⁴⁾	Existing Class A Common Stock	1,654,588	$ ⁽⁴⁾	I	See notes ⁽⁷⁾ ⁽³⁾
Series E Preferred Stock	Â ⁽⁴⁾	Â ⁽⁴⁾	Existing Class A Common Stock	916,386	$ ⁽⁴⁾	I	See notes ⁽⁸⁾ ⁽³⁾
Series E-1 Preferred Stock	Â ⁽⁴⁾	Â ⁽⁴⁾	Existing Class A Common Stock	260,000	$ ⁽⁴⁾	I	See notes ⁽⁹⁾ ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Bessemer Venture Partners VIII L.P. C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 LARCHMONT,Â NYÂ 10538	Â	Â X	Â	Â
Bessemer Venture Partners VIII Institutional L.P. C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 LARCHMONT,Â NYÂ 10538	Â	Â X	Â	Â
Deer VIII & Co. L.P. C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 LARCHMONT,Â NYÂ 10538	Â X	Â X	Â	Â
Deer VIII & Co. Ltd. C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 LARCHMONT,Â NYÂ 10538	Â	Â X	Â	Â

Signatures

/s/ J. Edmund Colloton, Director, Deer VIII & Co. Ltd., the General Partner for Deer VIII & Co. L.P., the General Partner for BVP VIII Institutional L.P. and Bessemer Venture Partners VIII L.P.		01/22/2015
^**Signature of Reporting Person		Date
/s/ J. Edmund Colloton, Director, Deer VIII & Co. Ltd., the General Partner for Deer VIII & Co. L.P.		01/22/2015
^**Signature of Reporting Person		Date
/s/ J. Edmund Colloton, Director, Deer VIII & Co. Ltd.		01/22/2015
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	Subject to certain adjustments, the Series A Preferred Stock is convertible into the Issuer's existing Class A Common Stock ("Existing Class A Common Stock") on a 1:1 basis and has no expiration date. Immediately prior to the consummation of the Issuer's initial public offering, all shares of Series A Preferred Stock will automatically convert into shares of Existing Class A Common Stock of the Issuer.
(2)	As of the date hereof, Bessemer Venture Partners VIII Institutional L.P. ("BVP VIII Inst") and Bessemer Venture Partners VIII L.P. ("BVP VIII", and together with BVP VIII Inst, the "Funds") own 191,381 and 159,133 shares, respectively, of the Series A Preferred Stock.
(3)	Deer VIII & Co. L.P. ("Deer VIII") is the general partner of each of the Funds. Deer VIII & Co. Ltd ("Deer Ltd.") is the general partner of Deer VIII. Deer VIII disclaims beneficial ownership of the shares held by the Funds (the "Shares") and this report shall not be deemed an admission that such reporting person is the beneficial owner of such Shares, except to the extent of its pecuniary interest, if any, in the Shares by virtue of its general partner interests in the Funds. Deer Ltd. disclaims beneficial ownership of the Shares and this report shall not be deemed an admission that such reporting person is the beneficial owner of such Shares, except to the extent of its pecuniary interest, if any, in the Shares by virtue of its general partner interest in Deer VIII.
(4)	Subject to certain adjustments, the Series B, Series C, Series D-2, Series E, and Series E-1 Preferred Stock are convertible into Existing Class A Common Stock on a 1:1 basis and have no expiration date. Immediately prior to the consummation of the Issuer's initial public offering, all shares of Series B, Series C, Series D-2, Series E, and Series E-1 Preferred Stock will automatically convert into shares of Existing Class A Common Stock of the Issuer.
(5)	As of the date hereof, BVP VIII Inst and BVP VIII own 734,900 and 611,070 shares, respectively, of the Series B Preferred Stock.
(6)	As of the date hereof, BVP VIII Inst and BVP VIII own 278,260 and 231,373 shares, respectively, of the Series C Preferred Stock.
(7)	As of the date hereof, BVP VIII Inst and BVP VIII own 903,405and 751,183 shares, respectively, of the Series D-2 Preferred Stock.
(8)	As of the date hereof, BVP VIII Inst and BVP VIII own 500,346 and 416,040 shares, respectively, of the Series E Preferred Stock.
(9)	As of the date hereof, BVP VIII Inst and BVP VIII own 141,960 and 118,040 shares, respectively, of the Series E-1 Preferred Stock.

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