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 *
Smith Dylan C
   2. Issuer Name and Ticker or Trading Symbol
BOX INC [BOX] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last)
(First)
(Middle)
4440 EL CAMINO REAL		 3. Date of Earliest Transaction (Month/Day/Year)
01/28/2015
(Street)

LOS ALTOS, CA 94022		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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)
Code V Amount (A) or (D) Price
Existing Class A Common Stock (1) 01/28/2015   J   1,316,545 D (1) 0 D  
Existing Class A Common Stock (1) 01/28/2015   J   85,000 D (1) 0 I See footnote (2)

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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock (1) (3) (3) 01/28/2015   J   1,316,545     (3)   (3) Class A Common Stock 1,316,545 $ 0 1,316,545 D  
Class B Common Stock (1) (3) (3) 01/28/2015   J   85,000     (3)   (3) Class A Common Stock 85,000 $ 0 85,000 I See footnote (2)
Employee Stock Option (right to buy) $ 0.59 01/28/2015   J     17,362   (4) 04/06/2021 Existing Class A Common Stock (1) 17,362 $ 0 0 D  
Employee Stock Option (right to buy) $ 0.59 01/28/2015   J   17,362     (4) 04/06/2021 Class B Common Stock (1) (3) 17,362 $ 0 17,362 D  
Employee Stock Option (right to buy) $ 1.16 01/28/2015   C     240,000   (5) 03/31/2022 Existing Class B Common Stock (6) 240,000 $ 0 0 D  
Employee Stock Option (right to buy) $ 1.16 01/28/2015   C   240,000     (5) 03/31/2022 Existing Class A Common Stock (6) 240,000 $ 0 240,000 D  
Employee Stock Option (right to buy) $ 1.16 01/28/2015   J     240,000   (5) 03/31/2022 Existing Class A Common Stock (1) 240,000 $ 0 0 D  
Employee Stock Option (right to buy) $ 1.16 01/28/2015   J   240,000     (5) 03/31/2022 Class B Common Stock (1) (3) 240,000 $ 0 240,000 D  
Employee Stock Option (right to buy) $ 1.16 01/28/2015   C     140,000   (7) 03/31/2022 Existing Class B Common Stock (6) 140,000 $ 0 0 D  
Employee Stock Option (right to buy) $ 1.16 01/28/2015   C   140,000     (7) 03/31/2022 Existing Class A Common Stock (6) 140,000 $ 0 140,000 D  
Employee Stock Option (right to buy) $ 1.16 01/28/2015   J     140,000   (7) 03/31/2022 Existing Class A Common Stock (1) 140,000 $ 0 0 D  
Employee Stock Option (right to buy) $ 1.16 01/28/2015   J   140,000     (7) 03/31/2022 Class B Common Stock (1) (3) 140,000 $ 0 140,000 D  
Employee Stock Option (right to buy) $ 4.63 01/28/2015   C     140,000   (8) 02/06/2023 Existing Class B Common Stock (6) 140,000 $ 0 0 D  
Employee Stock Option (right to buy) $ 4.63 01/28/2015   C   140,000     (8) 02/06/2023 Existing Class A Common Stock (6) 140,000 $ 0 140,000 D  
Employee Stock Option (right to buy) $ 4.63 01/28/2015   J     140,000   (8) 02/06/2023 Existing Class A Common Stock (1) 140,000 $ 0 0 D  
Employee Stock Option (right to buy) $ 4.63 01/28/2015   J   140,000     (8) 02/06/2023 Class B Common Stock (1) (3) 140,000 $ 0 140,000 D  
Employee Stock Option (right to buy) $ 17.85 01/28/2015   C     140,000   (9) 04/02/2024 Existing Class B Common Stock (6) 140,000 $ 0 0 D  
Employee Stock Option (right to buy) $ 17.85 01/28/2015   C   140,000     (9) 04/02/2024 Existing Class A Common Stock (6) 140,000 $ 0 140,000 D  
Employee Stock Option (right to buy) $ 17.85 01/28/2015   J     140,000   (9) 04/02/2024 Existing Class A Common Stock (1) 140,000 $ 0 0 D  
Employee Stock Option (right to buy) $ 17.85 01/28/2015   J   140,000     (9) 04/02/2024 Class B Common Stock (1) (3) 140,000 $ 0 140,000 D  
Employee Stock Option (right to buy) $ 14.05 01/28/2015   C     120,000   (10) 01/01/2025 Existing Class B Common Stock (6) 120,000 $ 0 0 D  
Employee Stock Option (right to buy) $ 14.05 01/28/2015   C   120,000     (10) 01/01/2025 Existing Class A Common Stock (6) 120,000 $ 0 120,000 D  
Employee Stock Option (right to buy) $ 14.05 01/28/2015   J     120,000   (10) 01/01/2025 Existing Class A Common Stock (1) 120,000 $ 0 0 D  
Employee Stock Option (right to buy) $ 14.05 01/28/2015   J   120,000     (10) 01/01/2025 Class B Common Stock (1) (3) 120,000 $ 0 120,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Smith Dylan C
4440 EL CAMINO REAL
LOS ALTOS, CA 94022		   X   X   Chief Financial Officer  

Signatures

 /s/ Peter McGoff, Attorney-in-Fact   01/28/2015
**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) Immediately prior to the closing of the Issuer's initial public offering and following the conversion of the Issuer's existing Class B Common Stock ("Existing Class B Common Stock") into the Issuer's existing Class A Common Stock ("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.
(2) The shares are held of record by the DCS GRAT of 2014, for which the Reporting Person serves as trustee.
(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) The shares subject to the option are fully vested and exercisable.
(5) 1/36 of the shares subject to the option vested on February 1, 2012, and 1/36 of the shares vest monthly thereafter.
(6) The Existing Class B Common Stock underlying the reported option automatically converted into 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.
(7) 1/96 of the shares subject to the option vest monthly over two years beginning on February 1, 2012, and 1/32 of the shares vest monthly thereafter.
(8) 1/96 of the shares subject to the option vest monthly over two years beginning on February 1, 2013, and 1/32 of the shares vest monthly thereafter.
(9) 1/4 of the shares subject to the option vest on February 1, 2015, and 1/48 of the shares vest monthly thereafter.
(10) 1/4 of the shares subject to the option vest on March 20, 2016, and 1/48 of the shares vest monthly thereafter.

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