Form 4 BOX INC For: Dec 02 Filed by: Draper Fisher Jurvetson Fund VIII L P

December 6, 2016 6:12 AM EST

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 ^*

Draper Fisher Jurvetson Fund VIII L P

(Last)

(First)

(Middle)

C/O DRAPER FISHER JURVETSON

2882 SAND HILL ROAD, SUITE 150

(Street)

MENLO PARK

94025

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/02/2016

4. If Amendment, Date of 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

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	12/02/2016		C⁽¹⁾		1,490,428	A	⁽¹⁾	1,490,428	I	By Fund VIII ⁽²⁾ ⁽³⁾ ⁽⁴⁾
Class A Common Stock	12/02/2016		J⁽⁵⁾		1,490,428	D	⁽⁵⁾	0	I	By Fund VIII ⁽²⁾ ⁽³⁾ ⁽⁴⁾
Class A Common Stock	12/02/2016		C⁽⁶⁾		33,121	A	⁽⁶⁾	33,121	I	By Partners VIII ⁽²⁾ ⁽³⁾ ⁽⁴⁾
Class A Common Stock	12/02/2016		J⁽⁷⁾		33,121	D	⁽⁷⁾	0	I	By Partners VIII ⁽²⁾ ⁽³⁾ ⁽⁴⁾
Class A Common Stock	12/02/2016		C⁽⁸⁾		932,112	A	⁽⁸⁾	932,112	I	By Fund IX ⁽²⁾ ⁽³⁾ ⁽⁴⁾
Class A Common Stock	12/02/2016		J⁽⁹⁾		932,112	D	⁽⁹⁾	0	I	By Fund IX ⁽²⁾ ⁽³⁾ ⁽⁴⁾
Class A Common Stock	12/02/2016		C⁽¹⁰⁾		25,259	A	⁽¹⁰⁾	25,259	I	By Partners IX ⁽²⁾ ⁽³⁾ ⁽⁴⁾
Class A Common Stock	12/02/2016		J⁽¹¹⁾		25,259	D	⁽¹¹⁾	0	I	By Partners IX ⁽²⁾ ⁽³⁾ ⁽⁴⁾
Class A Common Stock	12/02/2016		J⁽¹²⁾		371,883	A	⁽¹²⁾	372,083	I	See footnote ⁽¹³⁾
Class A Common Stock	12/02/2016		J⁽¹⁴⁾		371,883	D	⁽¹⁴⁾	200	I	See footnote ⁽¹³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock ⁽¹⁵⁾	⁽¹⁵⁾	12/02/2016		C⁽¹⁾			1,490,428	⁽¹⁵⁾	⁽¹⁵⁾	Class A Common Stock	1,490,428	$ 0	20,002,070	I	See footnotes ⁽²⁾ ⁽³⁾ ⁽⁴⁾
Class B Common Stock ⁽¹⁵⁾	⁽¹⁵⁾	12/02/2016		C⁽⁶⁾			33,121	⁽¹⁵⁾	⁽¹⁵⁾	Class A Common Stock	33,121	$ 0	19,968,949	I	See footnotes ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽¹⁶⁾
Class B Common Stock ⁽¹⁵⁾	⁽¹⁵⁾	12/02/2016		C⁽⁸⁾			932,112	⁽¹⁵⁾	⁽¹⁵⁾	Class A Common Stock	932,112	$ 0	19,036,837	I	See footnotes ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽¹⁶⁾
Class B Common Stock ⁽¹⁵⁾	⁽¹⁵⁾	12/02/2016		C⁽¹⁰⁾			25,259	⁽¹⁵⁾	⁽¹⁵⁾	Class A Common Stock	25,259	$ 0	19,011,578	I	See footnotes ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽¹⁶⁾

Explanation of Responses:

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 Partners 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. 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.

16. 1,490,740 of these shares are owned directly by DALP, 3,728,448 of these shares are owned directly by Fund IX, 11,923,425 of these shares are owned directly by Fund VIII, 101,036 of these shares are owned directly by Partners IX, 264,964 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.

	/s/ John Fisher, Managing Director	12/06/2016
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Form 4 BOX INC For: Dec 02 Filed by: Draper Fisher Jurvetson Fund VIII L P

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