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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

GENERAL ATLANTIC LLC

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)

55 EAST 52ND STREET, 32ND FLOOR

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

(Street)

NEW YORK, NY 10055

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		7,076,139	A	⁽¹⁾	7,076,139	I	See Footnote ⁽⁴⁾ ⁽⁹⁾
Existing Class A Common Stock	01/28/2015		J		7,076,139	D	⁽²⁾	0	I	See Footnote ⁽⁴⁾ ⁽⁹⁾
Existing Class A Common Stock	01/28/2015		C		18,627	A	⁽¹⁾	18,627	I	See Footnote ⁽⁵⁾ ⁽⁹⁾
Existing Class A Common Stock	01/28/2015		J		18,627	D	⁽²⁾	0	I	See Footnote ⁽⁵⁾ ⁽⁹⁾
Existing Class A Common Stock	01/28/2015		C		441,949	A	⁽¹⁾	441,949	I	See Footnote ⁽⁶⁾ ⁽⁹⁾
Existing Class A Common Stock	01/28/2015		J		441,949	D	⁽²⁾	0	I	See Footnote ⁽⁶⁾ ⁽⁹⁾
Existing Class A Common Stock	01/28/2015		C		82,194	A	⁽¹⁾	82,194	I	See Footnote ⁽⁷⁾ ⁽⁹⁾
Existing Class A Common Stock	01/28/2015		J		82,194	D	⁽²⁾	0	I	See Footnote ⁽⁷⁾ ⁽⁹⁾
Existing Class A Common Stock	01/28/2015		C		17,651	A	⁽¹⁾	17,651	I	See Footnote ⁽⁸⁾ ⁽⁹⁾
Existing Class A Common Stock	01/28/2015		J		17,651	D	⁽²⁾	0	I	See Footnote ⁽⁸⁾ ⁽⁹⁾

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

Series E Preferred Stock

⁽¹⁾

01/28/2015

7,076,139

⁽¹⁾

Existing Class A Common Stock

7,076,139

⁽¹⁾

See Footnote ⁽⁴⁾ ⁽⁹⁾

Class B Common Stock

⁽³⁾

01/28/2015

7,076,139

⁽³⁾

Class A Common Stock

7,076,139

⁽³⁾

7,076,139

See Footnote ⁽⁴⁾ ⁽⁹⁾

Series E Preferred Stock

⁽¹⁾

01/28/2015

18,627

⁽¹⁾

Existing Class A Common Stock

18,627

⁽¹⁾

See Footnote ⁽⁵⁾ ⁽⁹⁾

Class B Common Stock

⁽³⁾

01/28/2015

18,627

⁽³⁾

Class A Common Stock

18,627

⁽³⁾

18,627

See Footnote ⁽⁵⁾ ⁽⁹⁾

Series E Preferred Stock

⁽¹⁾

01/28/2015

441,949

⁽¹⁾

Existing Class A Common Stock

441,949

⁽¹⁾

See Footnote ⁽⁶⁾ ⁽⁹⁾

Class B Common Stock

⁽³⁾

01/28/2015

441,949

⁽³⁾

Class A Common Stock

441,949

⁽³⁾

441,949

See Footnote ⁽⁶⁾ ⁽⁹⁾

Series E Preferred Stock

⁽¹⁾

01/28/2015

82,194

⁽¹⁾

Existing Class A Common Stock

82,194

⁽¹⁾

See Footnote ⁽⁷⁾ ⁽⁹⁾

Class B Common Stock

⁽³⁾

01/28/2015

82,194

⁽³⁾

Class A Common Stock

82,194

⁽³⁾

82,194

See Footnote ⁽⁷⁾ ⁽⁹⁾

Series E Preferred Stock

⁽¹⁾

01/28/2015

17,651

⁽¹⁾

Existing Class A Common Stock

17,651

⁽¹⁾

See Footnote ⁽⁸⁾ ⁽⁹⁾

Class B Common Stock

⁽³⁾

01/28/2015

17,651

⁽³⁾

Class A Common Stock

17,651

⁽³⁾

17,651

See Footnote ⁽⁸⁾ ⁽⁹⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
GENERAL ATLANTIC LLC 55 EAST 52ND STREET 32ND FLOOR NEW YORK, NY 10055		X
GENERAL ATLANTIC GENPAR, L.P. C/O GENERAL ATLANTIC SERVICE CO., LLC 55 EAST 52ND STREET, 32ND FLOOR NEW YORK, NY 10055		X
General Atlantic Partners 90, L.P. C/O GENERAL ATLANTIC SERVICE CO., LLC 55 EAST 52ND STREET, 32ND FLOOR NEW YORK, NY 10055		X
GAP Coinvestments CDA, L.P. C/O GENERAL ATLANTIC SERVICE CO., LLC 55 EAST 52ND STREET, 32ND FLOOR NEW YORK, NY 10055		X
GAP COINVESTMENTS III LLC C/O GENERAL ATLANTIC SERVICE CO., LLC 55 EAST 52ND STREET, 32ND FLOOR NEW YORK, NY 10055		X
GAP COINVESTMENTS IV LLC C/O GENERAL ATLANTIC SERVICE CO., LLC 55 EAST 52ND STREET, 32ND FLOOR NEW YORK, NY 10055		X
GAPCO GMBH & CO KG C/O GENERAL ATLANTIC SERVICE CO., LLC 55 EAST 52ND STREET, 32ND FLOOR NEW YORK, NY 10055		X
GAPCO MANAGEMENT GMBH C/O GENERAL ATLANTIC SERVICE CO., LLC 55 EAST 52ND STREET, 32ND FLOOR NEW YORK, NY 10055		X

Signatures

/s/ Thomas J. Murphy		01/30/2015
^**Signature of Reporting Person		Date
/s/ Thomas J. Murphy		01/30/2015
^**Signature of Reporting Person		Date
/s/ Thomas J. Murphy		01/30/2015
^**Signature of Reporting Person		Date
/s/ Thomas J. Murphy		01/30/2015
^**Signature of Reporting Person		Date
/s/ Thomas J. Murphy		01/30/2015
^**Signature of Reporting Person		Date
/s/ Thomas J. Murphy		01/30/2015
^**Signature of Reporting Person		Date
/s/ Thomas J. Murphy		01/30/2015
^**Signature of Reporting Person		Date
/s/ Thomas J. Murphy		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 E 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)	Immediately prior to the closing of the Issuer's initial public offering and following the conversion 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.
(3)	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.
(4)	By General Atlantic Partners 90, L.P. ("GAP 90")
(5)	By GAP Coinvestments CDA, L.P. ("CDA")
(6)	By GAP Coinvestments III LLC ("GAPCO III")
(7)	By GAP Coinvestments IV LLC ("GAPCO IV")
(8)	By GAPCO GmbH & Co, KG ("GAPCO KG")
(9)	The general partner of GAP 90 is General Atlantic GenPar, L.P. ("GA GenPar") and the general partner of GA GenPar is General Atlantic LLC ("GA LLC"). GA LLC is the managing member of GAPCO III and GAPCO IV and the general partner of CDA. The general partner of GAPCO KG is GAPCO Management GmbH ("Management"). The Managing Directors of GA LLC control the voting and dispositive decisions made by GAPCO KG and Management.
Remarks: Each of the reporting persons described in the notes above may be deemed to be a member of a "group" for purposes of the Securities Exchange Act of 1934. Each reporting person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by the reporting person. This report shall not be deemed an admission that the reporting persons are a member of a group or the beneficial owner of any securities not directly owned by the reporting person.

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