Sec Form 13G Filing - Scale Venture Partners III L.P. filing for BOX INC (BOX) - 2018-02-09

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)*

 

 

Box Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

10316T106

(CUSIP Number)

12/31/17

(Date of Event Which Requires Filing of This Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

  Rule 13d-1(b)

 

  Rule 13d-1(c)

 

  Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP No. 10316T106  

 

1.    

Name of Reporting Persons

I.R.S. Identification No(s). of above person(s) (entities only)

 

Scale Venture Partners III, LP                                              26-3770726

2.    

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☐

 

3.    

SEC USE ONLY

 

4.    

Citizenship or Place of Organization

 

Delaware

Number of  

Shares  

Beneficially  

Owned by  

Each  

Reporting  

Person  

With:  

   5.    

Sole Voting Power

 

2,212,362 (1)

   6.    

Shared Voting Power

 

0

   7.    

Sole Dispositive Power

 

2,212,362 (1)

   8.    

Shared Dispositive Power

 

0

9.    

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,212,362 (1)

10.    

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

11.    

Percent of Class Represented by Amount in Row (9)

 

1.80% (2)

12.    

Type of Reporting Person (See Instructions)

 

PN

 

(1) Represents shares of Class B Common Stock held on December 31, 2017. Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock.
(2) This percentage set forth on the cover sheets is calculated based upon 120,976,520 shares of Class A Common Stock reported to be outstanding as of November 30, 2017 as set forth in the Issuer’s Form 10-Q for period ended October 31, 2017 as filed with the Securities and Exchange Commission (“SEC”) on December 8, 2017. Assumes the conversion of the Class B Common Stock held by the Reporting Person into Class A Common Stock.


CUSIP No. 10316T106  

 

1.    

Name of Reporting Persons

I.R.S. Identification No(s). of above person(s) (entities only)

 

Scale Venture Management III, LLC                         26-3770630

2.    

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☐

 

3.    

SEC USE ONLY

 

4.    

Citizenship or Place of Organization

 

Delaware

Number of  

Shares  

Beneficially  

Owned by  

Each  

Reporting  

Person  

With:  

   5.    

Sole Voting Power

 

2,212,362 (3)

   6.    

Shared Voting Power

 

0

   7.    

Sole Dispositive Power

 

2,212,362 (3)

   8.    

Shared Dispositive Power

 

0

 

9.    

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,212,362 (3)

10.    

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

11.    

Percent of Class Represented by Amount in Row (9)

 

1.80% (2)

12.    

Type of Reporting Person (See Instructions)

 

CO

(2) This percentage set forth on the cover sheets is calculated based upon 120,976,520 shares of Class A Common Stock reported to be outstanding as of November 30, 2017 as set forth in the Issuer’s Form 10-Q for period ended October 31, 2017 as filed with the Securities and Exchange Commission (“SEC”) on December 8, 2017. Assumes the conversion of the Class B Common Stock held by the Reporting Person into Class A Common Stock.
(3) Includes 2,212,362 shares of Class B Common Stock held by Scale Venture Partners III, LP (ScaleVP) on December 31, 2017. Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock.

 


CUSIP No. 10316T106  

 

  1.   

Name of Reporting Persons

I.R.S. Identification No(s). of above person(s) (entities only)

 

Scale Management, LLC                                          20-5773473

  2.   

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☐

 

  3.   

SEC USE ONLY

 

  4.   

Citizenship or Place of Organization

 

California

Number of  

Shares  

Beneficially  

Owned by  

Each  

Reporting  

Person  

With:  

   5.    

Sole Voting Power

 

42,852 (4)

   6.   

Shared Voting Power

 

0

   7.   

Sole Dispositive Power

 

42,852 (4)

   8.   

Shared Dispositive Power

 

0

  9.   

Aggregate Amount Beneficially Owned by Each Reporting Person

 

42,852 (4)

10.   

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

11.   

Percent of Class Represented by Amount in Row (9)

 

0.0% (2)

12.   

Type of Reporting Person (See Instructions)

 

IN

 

(2) This percentage set forth on the cover sheets is calculated based upon 120,976,520 shares of Class A Common Stock reported to be outstanding as of November 30, 2017 as set forth in the Issuer’s Form 10-Q for period ended October 31, 2017 as filed with the Securities and Exchange Commission (“SEC”) on December 8, 2017. Assumes the conversion of the Class B Common Stock held by the Reporting Person into Class A Common Stock.
(4) Includes 14,284 of Class A Common Stock held by Scale Management, LLC (Scale Management), and 28,568 shares of Class A Common Stock issuable pursuant to stock options exercisable within 60 days of December 31, 2017 that one of the members of Scale Management and Scale Venture Management III, LLC (Scale Management III), has the right to acquire within 60 days of December 31, 2017. Pursuant to the policies of ScaleVP, Scale Management III and Scale Management, the member is deemed to hold the reported securities for the benefit of Scale Management.


CUSIP No. 10316T106  

 

  1.   

Name of Reporting Persons

I.R.S. Identification No(s). of above person(s) (entities only)

 

Kate Mitchell

  2.   

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☐

 

  3.   

SEC USE ONLY

 

  4.   

Citizenship or Place of Organization

 

US

Number of  

Shares  

Beneficially  

Owned by  

Each  

Reporting  

Person  

With:  

   5.    

Sole Voting Power

 

0

   6.   

Shared Voting Power

 

2,255,214 (5)

   7.   

Sole Dispositive Power

 

0

   8.   

Shared Dispositive Power

 

2,255,214 (5)

  9.   

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,255,214 (5)

10.   

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

11.   

Percent of Class Represented by Amount in Row (9)

 

1.83% (2)

12.   

Type of Reporting Person (See Instructions)

 

IN

 

(2) This percentage set forth on the cover sheets is calculated based upon 120,976,520 shares of Class A Common Stock reported to be outstanding as of November 30, 2017 as set forth in the Issuer’s Form 10-Q for period ended October 31, 2017 as filed with the Securities and Exchange Commission (“SEC”) on December 8, 2017. Assumes the conversion of the Class B Common Stock held by the Reporting Person into Class A Common Stock.
(5) Includes 2,212,362 shares of Class B Common Stock held on December 31, 2017. Also includes 14,284 of Class A Common Stock held by Scale Management, LLC (Scale Management), and 28,568 shares of Class A Common Stock issuable pursuant to stock options exercisable within 60 days of December 31, 2017 that one of the members of Scale Management and Scale Venture Management III, LLC (Scale Management III), has the right to acquire within 60 days of December 31, 2017. Pursuant to the policies of ScaleVP, Scale Management III and Scale Management, the member is deemed to hold the reported securities for the benefit of Scale Management. Kate Mitchell, Rory O’Driscoll, Stacey Bishop and Andrew Vitus are the Managing Members of Scale Management and Scale Management III. Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock. The reporting person disclaims beneficial ownership with respect to all of these shares except to the extent of her pecuniary interests therein.


CUSIP No. 10316T106

 

  1.   

Name of Reporting Persons

I.R.S. Identification No(s). of above person(s) (entities only)

 

Rory O’Driscoll

  2.   

 

 

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☐

 

  3.   

SEC USE ONLY

 

  4.   

Citizenship or Place of Organization

 

US

Number of  

Shares  

Beneficially  

Owned by  

Each  

Reporting  

Person   With:   

   5.    

Sole Voting Power

 

0

   6.   

Shared Voting Power

 

2,255,214 (5)

   7.   

Sole Dispositive Power

 

0

   8.   

Shared Dispositive Power

 

2,255,214 (5)

  9.   

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,255,214 (5)

10.   

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

11.   

Percent of Class Represented by Amount in Row (9)

 

1.83% (2)

12.   

Type of Reporting Person (See Instructions)

 

IN

 

(2) This percentage set forth on the cover sheets is calculated based upon 120,976,520 shares of Class A Common Stock reported to be outstanding as of November 30, 2017 as set forth in the Issuer’s Form 10-Q for period ended October 31, 2017 as filed with the Securities and Exchange Commission (“SEC”) on December 8, 2017. Assumes the conversion of the Class B Common Stock held by the Reporting Person into Class A Common Stock.
(5) Includes 2,212,362 shares of Class B Common Stock held on December 31, 2017. Also includes 14,284 of Class A Common Stock held by Scale Management, LLC (Scale Management), and 28,568 shares of Class A Common Stock issuable pursuant to stock options exercisable within 60 days of December 31, 2017 that one of the members of Scale Management and Scale Venture Management III, LLC (Scale Management III), has the right to acquire within 60 days of December 31, 2017. Pursuant to the policies of ScaleVP, Scale Management III and Scale Management, the member is deemed to hold the reported securities for the benefit of Scale Management. Kate Mitchell, Rory O’Driscoll, Stacey Bishop and Andrew Vitus are the Managing Members of Scale Management and Scale Management III. Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock. The reporting person disclaims beneficial ownership with respect to all of these shares except to the extent of her pecuniary interests therein.


CUSIP No. 10316T106  

 

  1.   

Name of Reporting Persons

I.R.S. Identification No(s). of above person(s) (entities only)

 

Stacey Bishop

  2.   

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☐

 

  3.   

SEC USE ONLY

 

  4.   

Citizenship or Place of Organization

 

US

Number of  

Shares  

Beneficially  

Owned by  

Each  

Reporting  

Person  

With:  

   5.    

Sole Voting Power

 

0

   6.   

Shared Voting Power

 

2,255,214 (5)

   7.   

Sole Dispositive Power

 

0

   8.   

Shared Dispositive Power

 

2,255,214 (5)

  9.   

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,255,214 (5)

10.   

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

11.   

Percent of Class Represented by Amount in Row (9)

 

1.83% (2)

12.   

Type of Reporting Person (See Instructions)

 

IN

 

(2) This percentage set forth on the cover sheets is calculated based upon 120,976,520 shares of Class A Common Stock reported to be outstanding as of November 30, 2017 as set forth in the Issuer’s Form 10-Q for period ended October 31, 2017 as filed with the Securities and Exchange Commission (“SEC”) on December 8, 2017. Assumes the conversion of the Class B Common Stock held by the Reporting Person into Class A Common Stock.
(5) Includes 2,212,362 shares of Class B Common Stock held on December 31, 2017. Also includes 14,284 of Class A Common Stock held by Scale Management, LLC (Scale Management), and 28,568 shares of Class A Common Stock issuable pursuant to stock options exercisable within 60 days of December 31, 2017 that one of the members of Scale Management and Scale Venture Management III, LLC (Scale Management III), has the right to acquire within 60 days of December 31, 2017. Pursuant to the policies of ScaleVP, Scale Management III and Scale Management, the member is deemed to hold the reported securities for the benefit of Scale Management. Kate Mitchell, Rory O’Driscoll, Stacey Bishop and Andrew Vitus are the Managing Members of Scale Management and Scale Management III. Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock. The reporting person disclaims beneficial ownership with respect to all of these shares except to the extent of her pecuniary interests therein.


CUSIP No. 10316T106  

 

  1.   

Name of Reporting Persons

I.R.S. Identification No(s). of above person(s) (entities only)

 

Andrew Vitus

  2.   

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☐

 

  3.   

SEC USE ONLY

 

  4.   

Citizenship or Place of Organization

 

US

Number of  

Shares

Beneficially  

Owned by  

Each

Reporting

Person

With:

   5.    

Sole Voting Power

 

0

   6.   

Shared Voting Power

 

2,255,214 (5)

   7.   

Sole Dispositive Power

 

0

   8.   

Shared Dispositive Power

 

2,255,214 (5)

  9.   

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,255,214 (5)

10.   

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

11.   

Percent of Class Represented by Amount in Row (9)

 

1.83% (2)

12.   

Type of Reporting Person (See Instructions)

 

IN

 

(2) This percentage set forth on the cover sheets is calculated based upon 120,976,520 shares of Class A Common Stock reported to be outstanding as of November 30, 2017 as set forth in the Issuer’s Form 10-Q for period ended October 31, 2017 as filed with the Securities and Exchange Commission (“SEC”) on December 8, 2017. Assumes the conversion of the Class B Common Stock held by the Reporting Person into Class A Common Stock.
(5) Includes 2,212,362 shares of Class B Common Stock held on December 31, 2017. Also includes 14,284 of Class A Common Stock held by Scale Management, LLC (Scale Management), and 28,568 shares of Class A Common Stock issuable pursuant to stock options exercisable within 60 days of December 31, 2017 that one of the members of Scale Management and Scale Venture Management III, LLC (Scale Management III), has the right to acquire within 60 days of December 31, 2017. Pursuant to the policies of ScaleVP, Scale Management III and Scale Management, the member is deemed to hold the reported securities for the benefit of Scale Management. Kate Mitchell, Rory O’Driscoll, Stacey Bishop and Andrew Vitus are the Managing Members of Scale Management and Scale Management III. Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock. The reporting person disclaims beneficial ownership with respect to all of these shares except to the extent of her pecuniary interests therein.


Item 1.

 

  (a) Name of Issuer

Box Inc.

 

  (b) Address of Issuer’s Principal Executive Offices

900 Jefferson Ave.

Redwood City, CA 94063

 

Item 2.

 

  (a) Name of Person Filing

Scale Venture Partners III, LP; Scale Venture Management III, LLC; Scale Management, LLC Kate Mitchell; Rory O’ Driscoll; Stacey Bishop; and Andrew Vitus

 

  (b) Address of Principal Business Office or, if none, Residence

 

  Scale Venture Partners III, LP: 950 Tower Lane, Suite 1150, Foster City, CA 94404
  Scale Venture Management III, LLC: 950 Tower Lane, Suite 1150, Foster City, CA 94404
  Scale Management, LLC:   950 Tower Lane, Suite 1150, Foster City, CA 94404
  Kate Mitchell:   950 Tower Lane, Suite 1150, Foster City, CA 94404
  Rory O’Driscoll:   950 Tower Lane, Suite 1150, Foster City, CA 94404
  Stacey Bishop:   950 Tower Lane, Suite 1150, Foster City, CA 94404
  Andrew Vitus:   950 Tower Lane, Suite 1150, Foster City, CA 94404

 

  (c) Citizenship

Scale Venture Partners III, LP and Scale Venture Management III, LLC are organized in Delaware. Scale Management, LLC is organized in California. Each of Kate Mitchell, Rory O’Driscoll, Stacey Bishop and Andrew Vitus are US citizens.

 

  (d) Title of Class of Securities

Class A Common Stock

 

  (e) CUSIP Number

10316T106

 

Item 3. If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable

 

Item 4. Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

  (a) Amount Beneficially Owned:

 

Scale Venture Partners III, LP    2,255,214 (6)
Scale Venture Management III, LLC    2,255,214 (6)
Scale Management, LLC    42,852 (6)
Kate Mitchell    2,255,214 (6)
Rory O’Driscoll    2,255,214 (6)

Stacey Bishop

   2,255,214 (6)

Andrew Vitus

   2,255,214 (6)


 

(b)    Percent of Class:   

 

Scale Venture Partners III, LP    1.80% (2)
Scale Venture Management III, LLC    1.80% (2)
Scale Management, LLC    0.00% (2)
Kate Mitchell    1.83% (2)
Rory O’Driscoll    1.83% (2)
Stacey Bishop    1.83% (2)
Andrew Vitus    1.83% (2)

 

(c)    Number of shares as to which the person has:   
(i)    Sole power to vote or to direct the vote:   
Scale Venture Partners III, LP      2,212,362  (6) 
Scale Venture Management III, LLC      2,212,362  (6) 
Scale Management, LLC      42,852  (6) 

 

(ii)    Shared power to vote or to direct the vote:   
Kate Mitchell      2,255,214  (6) 
Rory O’Driscoll      2,255,214  (6) 
Stacey Bishop      2,255,214  (6) 
Andrew Vitus      2,255,214  (6) 

 

(iii)    Sole power to dispose or to direct the disposition of:   
Scale Venture Partners III, LP      2,212,362  (6) 
Scale Venture Management III, LLC      2,212,362  (6) 
Scale Management, LLC      42,852  (6) 

 

(iv)    Shared power to dispose or to direct the disposition of:   
Kate Mitchell      2,255,214  (6) 
Rory O’Driscoll      2,255,214  (6) 
Stacey Bishop      2,255,214  (6) 
Andrew Vitus      2,255,214  (6) 

 

(2) This percentage set forth on the cover sheets is calculated based upon 120,976,520 shares of Class A Common Stock reported to be outstanding as of November 30, 2017 as set forth in the Issuer’s Form 10-Q for period ended October 31, 2017 as filed with the Securities and Exchange Commission (“SEC”) on December 8, 2017. Assumes the conversion of the Class B Common Stock held by the Reporting Person into Class A Common Stock.
(6) Includes 2,212,362 shares of Class B Common Stock held by ScaleVP on December 31, 2017. Also includes 14,284 of Class A Common Stock held by Scale Management and 28,568 shares of Class A Common Stock issuable pursuant to stock options exercisable within 60 days of December 31, 2017 that one of the members of Scale Management and Scale Management III, has the right to acquire within 60 days of December 31, 2017. Pursuant to the policies of ScaleVP, Scale Management III and Scale Management, the member is deemed to hold the reported securities for the benefit of Scale Management. Kate Mitchell, Rory O’Driscoll, Stacey Bishop and Andrew Vitus are the Managing Members of Scale Management III. Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock. The reporting person disclaims beneficial ownership with respect to all of these shares except to the extent of his pecuniary interests therein.


Assuming conversion of all of the Issuer’s Class B Common Stock outstanding on November 30, 2017 into Class A Common Stock the Reporting Person listed in Item 4 would hold 1.7% of the total outstanding shares of the Issuer. This percentage is based on the combined total of 136,142,217 outstanding shares as of November 30, 2017, which represents 120,976,520 shares of Class A Common Stock and 15,165,697 shares of Class B Common Stock.

 

Item 5. Ownership of 5 Percent or Less of a Class

 

Item 6. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following   ☒.

 

Item 7. Ownership of More than Five Percent on Behalf of Another Person

Not Applicable

 

Item 8. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not Applicable

 

Item 9. Identification and Classification of Members of the Group

Not Applicable

 

Item 10. Notice of Dissolution of a Group

Not Applicable

 

Item 11. Certification

Not applicable


[SIGNATURE]

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 9, 2018

 

SCALE VENTURE PARTNERS III, LP    SCALE VENTURE MANAGEMENT III, LLC
By:    Scale Venture Management III, LLC,      
   its General Partner      
By:   

/s/ Kate Mitchell

   By:   

/s/ Kate Mitchell

  

Name: Kate Mitchell

Title: Managing Member

     

Name: Kate Mitchell

Title: Managing Member

SCALE MANAGEMENT, LLC      
By:   

/s/ Kate Mitchell

   By:   

/s/ Kate Mitchell

   Name: Kate Mitchell       Name: Kate Mitchell
   Title: Manager      
By:   

/s/ Rory O’Driscoll

     
   Name: Rory O’Driscoll      
By:   

/s/ Stacey Bishop

   By:   

/s/ Andrew Vitus

   Name: Stacey Bishop       Name: Andrew Vitus

EXHIBITS

 

A: Joint Filing Agreement