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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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| 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) | ||
| 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series F Preferred Stock | (2) | 01/28/2015 | C | 3,750,000 | (2) | (2) | Existing Class A Common Stock | 5,952,380 | (2) | 0 | I | See Explanation of Responses (1) (2) (4) (5) | |||
| Class B Common Stock | (3) | 01/28/2015 | J | 5,952,380 | (3) | (3) | Class A Common Stock | 5,952,380 | (3) | 5,952,380 | I | See Explanation of Responses (1) (2) (3) (4) (5) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| TPG Growth II Advisors, Inc. C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX 76102 |
X | |||
| BONDERMAN DAVID C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH,, TX 76102 |
X | |||
| COULTER JAMES G C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH,, TX 76102 |
X | |||
| /s/ Ronald Cami, Vice President,TPG Growth II Advisors, Inc. (6) | 01/30/2015 | |
| **Signature of Reporting Person | Date | |
| /s/ Ronald Cami, on behalf of David Bonderman (6) (7) | 01/30/2015 | |
| **Signature of Reporting Person | Date | |
| /s/ Ronald Cami, on behalf of James G. Coulter (6) (7) | 01/30/2015 | |
| **Signature of Reporting Person | Date |
| * | 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) | David Bonderman and James G. Coulter are officers and sole shareholders of TPG Growth II Advisors, Inc. ("Growth II Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of TPG Bogota Holdings, L.P. ("TPG Bogota"), which directly holds 5,952,380 shares of Class B Common Stock (the "Class B Common") of Box, Inc. (the "Issuer"). |
| (2) | On January 28, 2015, the shares of Series F Preferred Stock of the Issuer (the "Series F Preferred") held by TPG Bogota automatically converted into 5,952,380 shares of existing Class A Common Stock of the Issuer. Immediately thereafter, each share of existing Class A Common Stock was reclassified into one share of Class B Common. Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, the shares of Series F Preferred were convertible, at the option of the holder, at any time into shares of existing Class A Common Stock, of the Issuer, at an initial conversion rate equal to one share of existing Class A Common Stock per share of Series F Preferred. The initial conversion rate was adjusted as a result of the price per share at which shares of Class A Common Stock were sold in the Issuer's initial public offering. |
| (3) | Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, as amended, each share of Class B Common is convertible, at the option of the holder, at any time into one share of Class A Common Stock. |
| (4) | Because of the relationship between the Reporting Persons and TPG Bogota, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of TPG Bogota. Each of TPG Bogota and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of TPG Bogota's or such Reporting Person's pecuniary interest therein, if any. |
| (5) | Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests. |
| Remarks: (6) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (7) Ronald Cami is signing on behalf of both Messrs. Bonderman and Coulter pursuant to authorization and designation letters dated July 1, 2013, which were previously filed with the Securities and Exchange Commission. | |