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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1. Name and Address of Reporting Person * McGoff Peter M   2. Issuer Name and Ticker or Trading Symbol BOX INC [BOX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) SVP, Gen. Counsel & Secretary (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 01/28/2015   C   31,250 (1) (2) D (2) 0 D   Existing Class A Common Stock 01/28/2015   C   31,250 (2) (3) A (2) 31,250 D   Existing Class A Common Stock 01/28/2015   J   31,250 (3) (4) D (4) 0 D   Class A Common Stock 01/28/2015   J   31,250 (4) (5) A (4) 31,250 D   Existing Class A Common Stock (2) 01/28/2015   C   150,000 (6) A (2) 150,000 (6) D   Existing Class A Common Stock (4) 01/28/2015   J   150,000 (6) D (4) 0 D

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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
Existing Class B Common Stock (2)	(2)	01/28/2015		C			150,000 (6)	(2)	(2)	Existing Class A Common Stock	150,000 (6)	$ 0	0	D
Class B Common Stock (4) (7)	(7)	01/28/2015		J		150,000 (6)		(7)	(7)	Class A Common Stock	150,000 (6)	$ 0	150,000 (6)	D
Employee Stock Option (right to buy)	$ 1.16	01/28/2015		C			125,000	(8)	04/26/2022	Existing Class B Common Stock (2)	125,000	$ 0	0	D
Employee Stock Option (right to buy)	$ 1.16	01/28/2015		C		125,000		(8)	04/26/2022	Existing Class A Common Stock (2)	125,000	$ 0	125,000	D
Employee Stock Option (right to buy)	$ 1.16	01/28/2015		J			125,000	(8)	04/26/2022	Existing Class A Common Stock (4)	125,000	$ 0	0	D
Employee Stock Option (right to buy)	$ 1.16	01/28/2015		J		125,000		(8)	04/26/2022	Class B Common Stock (4) (7)	125,000	$ 0	125,000	D
Employee Stock Option (right to buy)	$ 17.85	01/28/2015		C			25,000	(9)	04/02/2024	Existing Class B Common Stock (2)	25,000	$ 0	0	D
Employee Stock Option (right to buy)	$ 17.85	01/28/2015		C		25,000		(9)	04/02/2024	Existing Class A Common Stock (2)	25,000	$ 0	25,000	D
Employee Stock Option (right to buy)	$ 17.85	01/28/2015		J			25,000	(9)	04/02/2024	Existing Class A Common Stock (4)	25,000	$ 0	0	D
Employee Stock Option (right to buy)	$ 17.85	01/28/2015		J		25,000		(9)	04/02/2024	Class B Common Stock (4) (7)	25,000	$ 0	25,000	D
Employee Stock Option (right to buy)	$ 14.05	01/28/2015		C			37,500	(10)	01/01/2025	Existing Class B Common Stock (2)	37,500	$ 0	0	D
Employee Stock Option (right to buy)	$ 14.05	01/28/2015		C		37,500		(10)	01/01/2025	Existing Class A Common Stock (2)	37,500	$ 0	37,500	D
Employee Stock Option (right to buy)	$ 14.05	01/28/2015		J			37,500	(10)	01/01/2025	Existing Class A Common Stock (4)	37,500	$ 0	0	D
Employee Stock Option (right to buy)	$ 14.05	01/28/2015		J		37,500		(10)	01/01/2025	Class B Common Stock (4) (7)	37,500	$ 0	37,500	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
McGoff Peter M 4440 EL CAMINO REAL LOS ALTOS, CA 94022			SVP, Gen. Counsel & Secretary

Signatures

/s/ Peter McGoff		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)	Each share is represented by a restricted stock unit (RSU). Each RSU represents a contingent right to receive one share of the Issuer's existing Class B Common Stock ("Existing Class B Common Stock") upon settlement. Each share of Existing Class B Common Stock is convertible into one share of the Issuer's existing Class A Common Stock ("Existing Class A Common Stock") upon the election of the Issuer and has no expiration date.
(2)	The Issuer's Existing Class B Common Stock 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.
(3)	Each share is represented by an RSU. Each RSU represents a contingent right to receive one share of Existing Class A Common Stock upon settlement.
(4)	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 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.
(5)	Each share is represented by an RSU. Each RSU represents a contingent right to receive one share of the Issuer's Class B common stock upon settlement. 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.
(6)	50,000 of the shares are subject to repurchase by the Issuer.
(7)	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.
(8)	1/4 of the shares subject to the option vested on April 23, 2013, and 1/48 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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