SC 13G

 

 

United States

Securities and Exchange Commission

Washington, DC 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

BOX, INC.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

10316T104

(CUSIP Number)

December 31, 2015

(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)

x Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting persons’ 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).

 

 

 


13G

 

CUSIP NUMBER 10316T104   Page 2 of 36 Pages

 

  1.   

Names of Reporting Persons

 

Draper Fisher Jurvetson Fund VIII, L.P.

  2.  

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

(a)  ¨        (b)  x

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

    Cayman Islands

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With:

   5.    

Sole Voting Power

 

    0

   6.   

Shared Voting Power

 

    14,904,281* (See Items 2 and 4)

   7.   

Sole Dispositive Power

 

    0

   8.   

Shared Dispositive Power

 

    14,904,281* (See Items 2 and 4)

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    14,904,281* (See Items 2 and 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)

 

    26.20%**

12.  

Type of Reporting Person (see Instructions)

 

    PN

 

* Represents shares of Class B common Stock held on December 31, 2015. 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.
** This percentage set forth on the cover sheet is calculated based upon 41,987,532 shares of Class A common stock reported outstanding at December 31, 2015 and assumes the conversion of the Class B common stock held by the Reporting Person into Class A common stock.


13G

 

CUSIP NUMBER 10316T104   Page 3 of 36 Pages

 

  1.   

Names of Reporting Persons

 

Draper Fisher Jurvetson Fund VIII Partners, L.P.

  2.  

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

(a)  ¨        (b)  x

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

    Cayman Islands

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With:

   5.    

Sole Voting Power

 

    0

   6.   

Shared Voting Power

 

    14,904,281#* (See Items 2 and 4)

   7.   

Sole Dispositive Power

 

    0

   8.   

Shared Dispositive Power

 

    14,904,281#* (See Items 2 and 4)

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    14,904,281#* (See Items 2 and 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)

 

    26.20%**

12.  

Type of Reporting Person (see Instructions)

 

    PN

 

# All of these shares are held directly by Draper Fisher Jurvetson Fund VIII, L.P.
* Represents shares of Class B common Stock held on December 31, 2015. 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.
** This percentage set forth on the cover sheet is calculated based upon 41,987,532 shares of Class A common stock reported outstanding at December 31, 2015 and assumes the conversion of the Class B common stock held by the Reporting Person into Class A common stock.


13G

 

CUSIP NUMBER 10316T104   Page 4 of 36 Pages

 

  1.   

Names of Reporting Persons

 

DFJ Fund VIII, Ltd.

  2.  

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

(a)  ¨        (b)  x

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

    Cayman Islands

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With:

   5.    

Sole Voting Power

 

    0

   6.   

Shared Voting Power

 

    14,904,281#* (See Items 2 and 4)

   7.   

Sole Dispositive Power

 

    0

   8.   

Shared Dispositive Power

 

    14,904,281#* (See Items 2 and 4)

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    14,904,281#* (See Items 2 and 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)

 

    26.20%**

12.  

Type of Reporting Person (see Instructions)

 

    OO

 

# All of these shares are held directly by Draper Fisher Jurvetson Fund VIII, L.P.
* Represents shares of Class B common Stock held on December 31, 2015. 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.
** This percentage set forth on the cover sheet is calculated based upon 41,987,532 shares of Class A common stock reported outstanding at December 31, 2015 and assumes the conversion of the Class B common stock held by the Reporting Person into Class A common stock.


13G

 

CUSIP NUMBER 10316T104   Page 5 of 36 Pages

 

  1.   

Names of Reporting Persons

 

Draper Fisher Jurvetson Partners VIII, LLC

  2.  

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

(a)  ¨        (b)  x

 

  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

 

    0

   6.   

Shared Voting Power

 

    331,206* (See Items 2 and 4)

   7.   

Sole Dispositive Power

 

    0

   8.   

Shared Dispositive Power

 

    331,206* (See Items 2 and 4)

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    331,206* (See Items 2 and 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)

 

    0.78%**

12.  

Type of Reporting Person (see Instructions)

 

    OO (limited liability company)

 

* Represents shares of Class B common Stock held on December 31, 2015. 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.
** This percentage set forth on the cover sheet is calculated based upon 41,987,532 shares of Class A common stock reported outstanding at December 31, 2015 and assumes the conversion of the Class B common stock held by the Reporting Person into Class A common stock.


13G

 

CUSIP NUMBER 10316T104   Page 6 of 36 Pages

 

  1.   

Names of Reporting Persons

 

Draper Associates, L.P.

  2.  

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

(a)  ¨        (b)  x

 

  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

 

    0

   6.   

Shared Voting Power

 

    1,490,740* (See Items 2 and 4)

   7.   

Sole Dispositive Power

 

    0

   8.   

Shared Dispositive Power

 

    1,490,740* (See Items 2 and 4)

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    1,490,740* (See Items 2 and 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)

 

    3.43%**

12.  

Type of Reporting Person (see Instructions)

 

    PN

 

* Represents shares of Class B common Stock held on December 31, 2015. 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.
** This percentage set forth on the cover sheet is calculated based upon 41,987,532 shares of Class A common stock reported outstanding at December 31, 2015 and assumes the conversion of the Class B common stock held by the Reporting Person into Class A common stock.


13G

 

CUSIP NUMBER 10316T104   Page 7 of 36 Pages

 

  1.   

Names of Reporting Persons

 

Draper Associates, Inc.

  2.  

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

(a)  ¨        (b)  x

 

  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

 

    0

   6.   

Shared Voting Power

 

    1,490,740#* (See Items 2 and 4)

   7.   

Sole Dispositive Power

 

    0

   8.   

Shared Dispositive Power

 

    1,490,740#* (See Items 2 and 4)

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    1,490,740#* (See Items 2 and 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)

 

    3.43%**

12.  

Type of Reporting Person (see Instructions)

 

    CO

 

# All of these shares are owned by Draper Associates, L.P.
* Represents shares of Class B common Stock held on December 31, 2015. 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.
** This percentage set forth on the cover sheet is calculated based upon 41,987,532 shares of Class A common stock reported outstanding at December 31, 2015 and assumes the conversion of the Class B common stock held by the Reporting Person into Class A common stock.


13G

 

CUSIP NUMBER 10316T104   Page 8 of 36 Pages

 

  1.   

Names of Reporting Persons

 

Draper Fisher Jurvetson Growth Fund 2006, L.P.

  2.  

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

(a)  ¨        (b)  x

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

    Cayman Islands

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With:

   5.    

Sole Voting Power

 

    0

   6.   

Shared Voting Power

 

    1,390,544* (See Items 2 and 4)

   7.   

Sole Dispositive Power

 

    0

   8.   

Shared Dispositive Power

 

    1,390,544* (See Items 2 and 4)

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    1,390,544* (See Items 2 and 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)

 

    3.21%**

12.  

Type of Reporting Person (see Instructions)

 

    PN

 

* Represents shares of Class B common Stock held on December 31, 2015. 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.
** This percentage set forth on the cover sheet is calculated based upon 41,987,532 shares of Class A common stock reported outstanding at December 31, 2015 and assumes the conversion of the Class B common stock held by the Reporting Person into Class A common stock.


13G

 

CUSIP NUMBER 10316T104   Page 9 of 36 Pages

 

  1.   

Names of Reporting Persons

 

Draper Fisher Jurvetson Growth Fund 2006 Partners, L.P.

  2.  

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

(a)  ¨        (b)  x

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

    Cayman Islands

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With:

   5.    

Sole Voting Power

 

    0

   6.   

Shared Voting Power

 

    1,390,544#* (See Items 2 and 4)

   7.   

Sole Dispositive Power

 

    0

   8.   

Shared Dispositive Power

 

    1,390,544#* (See Items 2 and 4)

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    1,390,544#* (See Items 2 and 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)

 

    3.21%**

12.  

Type of Reporting Person (see Instructions)

 

    PN

 

# All of these shares are held directly by Draper Fisher Jurvetson Growth Fund 2006, L.P.
* Represents shares of Class B common Stock held on December 31, 2015. 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.
** This percentage set forth on the cover sheet is calculated based upon 41,987,532 shares of Class A common stock reported outstanding at December 31, 2015 and assumes the conversion of the Class B common stock held by the Reporting Person into Class A common stock.


13G

 

CUSIP NUMBER 10316T104   Page 10 of 36 Pages

 

  1.   

Names of Reporting Persons

 

DFJ Growth Fund 2006, Ltd.

  2.  

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

(a)  ¨        (b)  x

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

    Cayman Islands

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With:

   5.    

Sole Voting Power

 

    0

   6.   

Shared Voting Power

 

    1,390,544#* (See Items 2 and 4)

   7.   

Sole Dispositive Power

 

    0

   8.   

Shared Dispositive Power

 

    1,390,544#* (See Items 2 and 4)

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    1,390,544#* (See Items 2 and 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)

 

    3.21%**

12.  

Type of Reporting Person (see Instructions)

 

    OO

 

# All of these shares are held directly by Draper Fisher Jurvetson Growth Fund 2006, L.P.
* Represents shares of Class B common Stock held on December 31, 2015. 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.
** This percentage set forth on the cover sheet is calculated based upon 41,987,532 shares of Class A common stock reported outstanding at December 31, 2015 and assumes the conversion of the Class B common stock held by the Reporting Person into Class A common stock.


13G

 

CUSIP NUMBER 10316T104   Page 11 of 36 Pages

 

  1.   

Names of Reporting Persons

 

Draper Fisher Jurvetson Partners Growth Fund 2006, LLC

  2.  

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

(a)  ¨        (b)  x

 

  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

 

    0

   6.   

Shared Voting Power

 

    112,421* (See Items 2 and 4)

   7.   

Sole Dispositive Power

 

    0

   8.   

Shared Dispositive Power

 

    112,421* (See Items 2 and 4)

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    112,421* (See Items 2 and 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)

 

    0.27%**

12.  

Type of Reporting Person (see Instructions)

 

    OO (limited liability company)

 

* Represents shares of Class B common Stock held on December 31, 2015. 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.
** This percentage set forth on the cover sheet is calculated based upon 41,987,532 shares of Class A common stock reported outstanding at December 31, 2015 and assumes the conversion of the Class B common stock held by the Reporting Person into Class A common stock.


13G

 

CUSIP NUMBER 10316T104   Page 12 of 36 Pages

 

  1.   

Names of Reporting Persons

 

Draper Fisher Jurvetson Fund IX, L.P.

  2.  

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

(a)  ¨        (b)  x

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

    Cayman Islands

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With:

   5.    

Sole Voting Power

 

    0

   6.   

Shared Voting Power

 

    4,660,560* (See Items 2 and 4)

   7.   

Sole Dispositive Power

 

    0

   8.   

Shared Dispositive Power

 

    4,660,560* (See Items 2 and 4)

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    4,660,560* (See Items 2 and 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)

 

    9.99%**

12.  

Type of Reporting Person (see Instructions)

 

    PN

 

* Represents shares of Class B common Stock held on December 31, 2015. 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.
** This percentage set forth on the cover sheet is calculated based upon 41,987,532 shares of Class A common stock reported outstanding at December 31, 2015 and assumes the conversion of the Class B common stock held by the Reporting Person into Class A common stock.


13G

 

CUSIP NUMBER 10316T104   Page 13 of 36 Pages

 

  1.   

Names of Reporting Persons

 

Draper Fisher Jurvetson Fund IX Partners, L.P.

  2.  

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

(a)  ¨        (b)  x

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

    Cayman Islands

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With:

   5.    

Sole Voting Power

 

    0

   6.   

Shared Voting Power

 

    4,660,560#* (See Items 2 and 4)

   7.   

Sole Dispositive Power

 

    0

   8.   

Shared Dispositive Power

 

    4,660,560#* (See Items 2 and 4)

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    4,660,560#* (See Items 2 and 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)

 

    9.99%**

12.  

Type of Reporting Person (see Instructions)

 

    PN

 

# All of these shares are held directly by Draper Fisher Jurvetson Fund IX, L.P.
* Represents shares of Class B common Stock held on December 31, 2015. 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.
** This percentage set forth on the cover sheet is calculated based upon 41,987,532 shares of Class A common stock reported outstanding at December 31, 2015 and assumes the conversion of the Class B common stock held by the Reporting Person into Class A common stock.


13G

 

CUSIP NUMBER 10316T104   Page 14 of 36 Pages

 

  1.   

Names of Reporting Persons

 

DFJ Fund IX Ltd.

  2.  

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

(a)  ¨        (b)  x

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

    Cayman Islands

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With:

   5.    

Sole Voting Power

 

    0

   6.   

Shared Voting Power

 

    4,660,560#* (See Items 2 and 4)

   7.   

Sole Dispositive Power

 

    0

   8.   

Shared Dispositive Power

 

    4,660,560#* (See Items 2 and 4)

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    4,660,560#* (See Items 2 and 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)

 

    9.99%**

12.  

Type of Reporting Person (see Instructions)

 

    OO

 

# All of these shares are held directly by Draper Fisher Jurvetson Fund IX, L.P.
* Represents shares of Class B common Stock held on December 31, 2015. 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.
** This percentage set forth on the cover sheet is calculated based upon 41,987,532 shares of Class A common stock reported outstanding at December 31, 2015 and assumes the conversion of the Class B common stock held by the Reporting Person into Class A common stock.


13G

 

CUSIP NUMBER 10316T104   Page 15 of 36 Pages

 

  1.   

Names of Reporting Persons

 

Draper Fisher Jurvetson Partners IX, LLC

  2.  

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

(a)  ¨        (b)  x

 

  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

 

    0

   6.   

Shared Voting Power

 

    126,295* (See Items 2 and 4)

   7.   

Sole Dispositive Power

 

    0

   8.   

Shared Dispositive Power

 

    126,295* (See Items 2 and 4)

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    126,295* (See Items 2 and 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)

 

    0.30%**

12.  

Type of Reporting Person (see Instructions)

 

    OO (limited liability company)

 

* Represents shares of Class B common Stock held on December 31, 2015. 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.
** This percentage set forth on the cover sheet is calculated based upon 41,987,532 shares of Class A common stock reported outstanding at December 31, 2015 and assumes the conversion of the Class B common stock held by the Reporting Person into Class A common stock.


13G

 

CUSIP NUMBER 10316T104   Page 16 of 36 Pages

 

  1.   

Names of Reporting Persons

 

Timothy C. Draper

  2.  

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

(a)  ¨        (b)  x

 

  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

 

    1,490,740#* (See Items 2 and 4)

   6.   

Shared Voting Power

 

    20,022,342##* (See Items 2 and 4)

   7.   

Sole Dispositive Power

 

    1,490,740#* (See Items 2 and 4)

   8.   

Shared Dispositive Power

 

    20,022,342##* (See Items 2 and 4)

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    21,513,082##* (See Items 2 and 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)

 

    33.88%**

12.  

Type of Reporting Person (see Instructions)

 

    IN

 

# Of these shares, 1,490,740 shares are directly held by Draper Associates, L.P. Mr. Draper is the President of Draper Associates, Inc., the general partner of Draper Associates L.P. and has sole investment and voting power.
## Of these shares, 14,904,281 shares are directly held by Draper Fisher Jurvetson Fund VIII, L.P., 331,206 shares are directly held by Draper Fisher Jurvetson Partners VIII, LLC, 4,660,560 shares are held directly held by Draper Fisher Jurvetson Fund IX, L.P. and 126,295 shares are held directly by Draper Fisher Jurvetson Partners IX, LLC.
* Represents shares of Class B common Stock held on December 31, 2015. 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.
** This percentage set forth on the cover sheet is calculated based upon 41,987,532 shares of Class A common stock reported outstanding at December 31, 2015 and assumes the conversion of the Class B common stock held by the Reporting Person into Class A common stock.


13G

 

CUSIP NUMBER 10316T104   Page 17 of 36 Pages

 

  1.   

Names of Reporting Persons

 

John H. N. Fisher

  2.  

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

(a)  ¨        (b)  x

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

    United States

Number of Shares Beneficially Owned By Each Reporting Person

With:

   5.    

Sole Voting Power

 

    0

   6.   

Shared Voting Power

 

    21,525,307#* (See Items 2 and 4)

   7.   

Sole Dispositive Power

 

    0

   8.   

Shared Dispositive Power

 

    21,525,307#* (See Items 2 and 4)

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    21,525,307#* (See Items 2 and 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)

 

    33.89%**

12.  

Type of Reporting Person (see Instructions)

 

    IN

 

# Of these shares, 14,904,281 shares are directly held by Draper Fisher Jurvetson Fund VIII, L.P., 331,206 shares are directly held by Draper Fisher Jurvetson Partners VIII, LLC, 4,660,560 shares are held directly by Draper Fisher Jurvetson Fund IX, L.P., 126,295 shares are held directly by Draper Fisher Jurvetson Partners IX, LLC, 1,390,544 shares are held directly by Draper Fisher Jurvetson Growth Fund 2006, L.P. and 112,421 shares are held directly by Draper Fisher Jurvetson Partners Growth Fund 2006, LLC.
* Represents shares of Class B common Stock held on December 31, 2015. 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.
** This percentage set forth on the cover sheet is calculated based upon 41,987,532 shares of Class A common stock reported outstanding at December 31, 2015 and assumes the conversion of the Class B common stock held by the Reporting Person into Class A common stock.


13G

 

CUSIP NUMBER 10316T104   Page 18 of 36 Pages

 

  1.   

Names of Reporting Persons

 

Stephen T. Jurvetson

  2.  

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

(a)  ¨        (b)  x

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

    United States

Number of Shares Beneficially Owned By Each Reporting Person

With:

   5.    

Sole Voting Power

 

    0

   6.   

Shared Voting Power

 

    20,022,342#* (See Items 2 and 4)

   7.   

Sole Dispositive Power

 

    0

   8.   

Shared Dispositive Power

 

    20,022,342#* (See Items 2 and 4)

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    20,022,342#* (See Items 2 and 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)

 

    32.29%**

12.  

Type of Reporting Person (see Instructions)

 

    IN

 

# Of these shares, 14,904,281 shares are directly held by Draper Fisher Jurvetson Fund VIII, L.P., 331,206 are directly held by Draper Fisher Jurvetson Partners VIII, LLC, 4,660,560 shares are held by Draper Fisher Jurvetson Fund IX, L.P. and 126,295 shares are held by Draper Fisher Jurvetson Partners IX, LLC.
* Represents shares of Class B common Stock held on December 31, 2015. 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.
** This percentage set forth on the cover sheet is calculated based upon 41,987,532 shares of Class A common stock reported outstanding at December 31, 2015 and assumes the conversion of the Class B common stock held by the Reporting Person into Class A common stock.


13G

 

CUSIP NUMBER 10316T104   Page 19 of 36 Pages

 

  1.   

Names of Reporting Persons

 

Mark W. Bailey

  2.  

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

(a)  ¨        (b)  x

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

    United States

Number of Shares Beneficially Owned By Each Reporting Person

With:

   5.    

Sole Voting Power

 

    0

   6.   

Shared Voting Power

 

    1,502,965#* (See Items 2 and 4)

   7.   

Sole Dispositive Power

 

    0

   8.   

Shared Dispositive Power

 

    1,502,965#* (See Items 2 and 4)

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    1,502,965#* (See Items 2 and 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)

 

    3.46%**

12.  

Type of Reporting Person (see Instructions)

 

    IN

 

# Of these shares, 1,390,544 shares are directly held by Draper Fisher Jurvetson Growth Fund 2006, L.P., and 112,421 shares are directly held by Draper Fisher Jurvetson Partners Growth Fund 2006, LLC.
* Represents shares of Class B common Stock held on December 31, 2015. 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.
** This percentage set forth on the cover sheet is calculated based upon 41,987,532 shares of Class A common stock reported outstanding at December 31, 2015 and assumes the conversion of the Class B common stock held by the Reporting Person into Class A common stock.


13G

 

CUSIP NUMBER 10316T104   Page 20 of 36 Pages

 

  1.   

Names of Reporting Persons

 

Barry M. Schuler

  2.  

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

(a)  ¨        (b)  x

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

    United States

Number of Shares Beneficially Owned By Each Reporting Person

With:

   5.    

Sole Voting Power

 

    0

   6.   

Shared Voting Power

 

    1,502,965#* (See Items 2 and 4)

   7.   

Sole Dispositive Power

 

    0

   8.   

Shared Dispositive Power

 

    1,502,965#* (See Items 2 and 4)

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    1,502,965#* (See Items 2 and 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)

 

    3.46%**

12.  

Type of Reporting Person (see Instructions)

 

    IN

 

# Of these shares, 1,390,544 shares are directly held by Draper Fisher Jurvetson Growth Fund 2006, L.P., and 112,421 shares are directly held by Draper Fisher Jurvetson Partners Growth Fund 2006, LLC.
* Represents shares of Class B common Stock held on December 31, 2015. 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.
** This percentage set forth on the cover sheet is calculated based upon 41,987,532 shares of Class A common stock reported outstanding at December 31, 2015 and assumes the conversion of the Class B common stock held by the Reporting Person into Class A common stock.


13G

 

CUSIP NUMBER 10316T104   Page 21 of 36 Pages

 

  1.   

Names of Reporting Persons

 

Randy Glein

  2.  

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

(a)  ¨        (b)  x

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

    United States

Number of Shares Beneficially Owned By Each Reporting Person

With:

   5.    

Sole Voting Power

 

    0

   6.   

Shared Voting Power

 

    1,502,965#* (See Items 2 and 4)

   7.   

Sole Dispositive Power

 

    0

   8.   

Shared Dispositive Power

 

    1,502,965#* (See Items 2 and 4)

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    1,502,965#* (See Items 2 and 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)

 

    3.46%**

12.  

Type of Reporting Person (see Instructions)

 

    IN

 

# Of these shares, 1,390,544 shares are directly held by Draper Fisher Jurvetson Growth Fund 2006, L.P., and 112,421 shares are directly held by Draper Fisher Jurvetson Partners Growth Fund 2006, LLC.
* Represents shares of Class B common Stock held on December 31, 2015. 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.
** This percentage set forth on the cover sheet is calculated based upon 41,987,532 shares of Class A common stock reported outstanding at December 31, 2015 and assures the conversion of the Class B common stock held by the Reporting Person into Class A common stock.


13G

 

CUSIP NUMBER 10316T104   Page 22 of 36 Pages

 

Item 1(a) Name of Issuer: Box,Inc.

 

Item 1(b) Address of Issuer’s principal executive offices:

900 Jefferson Avenue

Redwood City, California 94063

Item 2. This Schedule 13G is filed on behalf of (i) Draper Fisher Jurvetson Fund VIII, L.P., a Cayman Islands exempted limited partnership, (ii) Draper Fisher Jurvetson Fund VIII Partners, L.P., a Cayman Islands exempted limited partnership, (iii) DFJ Fund VIII, Ltd., a Cayman Islands limited liability company, (iv) Draper Fisher Jurvetson Partners VIII, LLC, a California limited liability company, (v) Draper Associates, L.P., a California limited partnership, (vi) Draper Associates, Inc., a California corporation, (vii) Draper Fisher Jurvetson Fund IX, L.P., a Cayman Islands exempted limited partnership; (viii) Draper Fisher Jurvetson Fund IX Partners, L.P., a Cayman Islands exempted limited partnership; (ix) Draper Fisher Jurvetson Partners IX, LLC, a California limited liability company; (x) DFJ Fund IX, Ltd., a Cayman Islands limited liability company; (xi) Draper Fisher Jurvetson Growth Fund 2006, L.P., a Cayman Islands exempted limited partnership; (xii) Draper Fisher Jurvetson Growth Fund 2006 Partners, L.P., a Cayman Islands exempted limited partnership; (xiii) DFJ Growth Fund 2006, Ltd., a Cayman Islands limited liability company; (xiv) Draper Fisher Jurvetson Partners Growth Fund 2006, LLC, a California limited liability company; (xv) Timothy C. Draper, a United States Citizen (“Draper”), (xvi) John H. N. Fisher, a United States citizen (“Fisher”), (xvii) Stephen T. Jurvetson, a United States citizen (“Jurvetson”), (xviii) Barry Schuler, a United States citizen (“Schuler”); (xix) Mark Bailey, a United States citizen (“Bailey”) and (xx) Randy Glein, a United States citizen (“Glein”).

Relationships

(1) Draper Fisher Jurvetson Fund VIII, L.P. (“Fund VIII”), is a Cayman Island exempted limited partnership. Messrs. Draper, Fisher and Jurvetson are the Managing Directors of the general partner of Fund VIII. Messrs. Draper, Fisher and Jurvetson disclaim beneficial ownership of the shares held by Fund VIII except to the extent of their pecuniary interest therein.

(2) Draper Fisher Jurvetson Fund VIII Partners, L.P. (“Partners Fund VIII”) is the general partner of Fund VIII. DFJ Fund VIII, Ltd. is its general partner (“Fund VIII Ltd.”). The managing directors of Fund VIII Ltd. are Messrs. Draper, Fisher and Jurvetson who exercise shared voting and investment powers over Fund VIII Ltd. Messrs. Draper, Fisher and Jurvetson disclaim beneficial ownership of the shares held by Partners Fund VIII and Fund VIII Ltd. except to the extent of their pecuniary interest therein.

(3) Draper Fisher Jurvetson Partners VIII, LLC (“Partners VIII”) is a side-by-side fund of Fund VIII. The managing members of Partners VIII are Messrs. Draper, Fisher and Jurvetson. Decisions with respect to Partners VIII securities are made automatically in conjunction with decisions by Fund VIII. Messrs. Draper, Fisher and Jurvetson disclaim beneficial ownership of the shares held by Partners VIII except to the extent of their pecuniary interest therein.

(4) Draper Associates, L.P. (“Draper Associates, L.P.”). The investing and voting power of the shares held by Draper Associates, L.P. is controlled by its General Partner, Draper Associates, Inc., which is controlled by its President and majority shareholder, Timothy C. Draper. Mr. Draper disclaims beneficial ownership of the shares held by Draper Associates, L.P. except to the extent of his pecuniary interest therein.


13G

 

CUSIP NUMBER 10316T104   Page 23 of 36 Pages

 

(5) Draper Associates, Inc. (“Draper Associates”). Mr. Draper is the President of Draper Associates, which is the general partner of Draper Associates, L.P. Mr. Draper disclaims beneficial ownership of the shares held by Draper Associates except to the extent of his pecuniary interest therein.

(6) Draper Fisher Jurvetson Growth Fund 2006, L.P., is a Cayman Islands exempted limited partnership (“Growth Fund”).

(7) Draper Fisher Jurvetson Growth Fund 2006 Partners, L.P., is a Cayman Island exempted limited partnership (“Growth Fund 2006 Partners”), an affiliate of Growth Fund and is the general partner of Growth Fund.

(8) DFJ Growth Fund 2006, Ltd., is a Cayman Islands limited liability company (“Growth Fund 2006 Ltd.”) and an affiliate of Growth Fund, and is the general partner to Growth Fund 2006 Partners. Messrs. Fisher, Bailey, Schuler and Glein are the managing directors of Growth Fund 2006 Ltd. and exercise shared voting and investment powers over the shares over Growth Fund 2006 Ltd. Messrs. Bailey, Schuler, Fisher and Glein disclaim beneficial ownership of shares held by Growth Fund, Growth Fund 2006 Partners and Growth Fund 2006 Ltd., except to the extent of their pecuniary interest therein.

(9) Draper Fisher Jurvetson Partners Growth Fund 2006, LLC, a California limited liability Company (“Growth Fund LLC”) is a side-by-side fund of Growth Fund. The managing members of Growth Fund LLC are Messrs. Fisher, Bailey, Schuler and Glein. Decisions with respect to Growth Fund LLC securities are made automatically in conjunction with decisions by Growth Fund. Messrs. Fisher, Bailey, Schuler and Glein disclaim beneficial ownership of the shares held by Growth Fund LLC except to the extent of their pecuniary interest therein.

(10) Draper Fisher Jurvetson Fund IX, L.P., is a Cayman Islands exempted limited partnership (“Fund IX”).

(11) Draper Fisher Jurvetson Fund IX Partners, L.P., is a Cayman Islands exempted limited partnership (“Fund IX Partners”) and an affiliate of Fund IX and the general partner of Fund IX.

(12) DFJ Fund IX, Ltd., a Cayman Islands limited liability company (“Fund IX Ltd.”) and an affiliate of Fund IX, is the general partner to Fund IX Partners. Messrs. Draper, Fisher and Jurvetson are the managing directors of Fund IX Ltd. Messrs. Draper, Fisher and Jurvetson exercise shared voting and investment powers over the shares held by Fund IX Ltd. Messrs. Draper, Fisher and Jurvetson disclaim beneficial ownership of shares held by Fund IX, Fund IX Partners and Fund IX Ltd., except to the extent of their pecuniary interest therein.


13G

 

CUSIP NUMBER 10316T104   Page 24 of 36 Pages

 

(13) Draper Fisher Jurvetson Partners IX, LLC, a California limited liability company (“Fund IX LLC”) is a side-by-side fund of Fund IX. The managing members of Fund IX LLC are Messrs. Draper, Fisher and Jurvetson. Decision with respect to Fund IX LLC securities are made automatically in conjunction with decisions by Fund IX. Messrs. Draper, Fisher and Jurvetson disclaim beneficial ownership of the shares held by Fund IX LLC except to the extent of their pecuniary interest therein.

(14) Timothy Draper, a United States citizen (“Draper”), is a managing director of Fund VIII and Fund IX and a managing member of Partners VIII and Fund IX LLC.

(15) John H. N. Fisher, a United States citizen (“Fisher”) is a managing director of Fund VIII, Fund IX, Growth Fund and a managing member of Partners VIII and Fund IX LLC and Growth Fund LLC.

(16) Stephen T. Jurvetson, a United States citizen (“Jurvetson”) is a managing director of Fund VIII, Fund IX, and a managing member of Partners VIII and Fund IX LLC.

(17) Barry M. Schuler, a United States citizen (“Schuler”) is a managing director of Growth Fund, managing member of Growth Fund LLC.

(18) Mark W. Bailey, a United States citizen, is a managing director of Growth Fund and a managing member of Growth Fund LLC.

(19) Randy Glein, a United States citizen (“Glein”), is a managing director of Growth Fund and a managing member of Growth Fund LLC.

 

Item 2(a) Name of person filing:

Draper Fisher Jurvetson Fund VIII, L.P.

Draper Fisher Jurvetson Fund VIII Partners, L.P.

DFJ Fund VIII, Ltd.

Draper Associates, L.P.

Draper Associates, Inc.

Draper Fisher Jurvetson Partners VIII, LLC

Draper Fisher Jurvetson Growth Fund 2006, L.P.

Draper Fisher Jurvetson Growth Fund 2006 Partners, L.P.

DFJ Growth Fund 2006, Ltd.

Draper Fisher Jurvetson Partners Growth Fund 2006, LLC

Draper Fisher Jurvetson Fund IX, L.P.

Draper Fisher Jurvetson Fund IX Partners, L.P.

DFJ Fund IX, Ltd.

Draper Fisher Jurvetson Partners IX, LLC

Timothy C. Draper

John H. N. Fisher

Stephen T. Jurvetson

Barry M. Schuler

Mark W. Bailey

Randy Glein


13G

 

CUSIP NUMBER 10316T104   Page 25 of 36 Pages

 

Item 2(b) Address of principal business office or, if none, residence:

2882 Sand Hill Road, Suite 150, Menlo Park, CA 94025

 

Item 2(c) Citizenship:

 

Draper Fisher Jurvetson Fund VIII, L.P.

  

Cayman Islands

Draper Fisher Jurvetson Fund VIII Partners, L.P.

  

Cayman Islands

DFJ Fund VIII, Ltd.

  

Cayman Islands

Draper Fisher Jurvetson Fund IX, L.P.

  

Cayman Islands

Draper Fisher Jurvetson Fund IX Partners, L.P.

  

Cayman Islands

DFJ Fund IX, Ltd.

  

Cayman Islands

Draper Fisher Jurvetson Growth Fund 2006, L.P.

  

Cayman Islands

Draper Fisher Jurvetson Growth Fund 2006 Partners, L.P.

  

Cayman Islands

DFJ Growth Fund 2006, Ltd.

  

Cayman Islands

Draper Associates, L.P.

  

California

Draper Associates, Inc.

  

California

Draper Fisher Jurvetson Partners VIII, LLC

  

California

Draper Fisher Jurvetson Partners IX, LLC

  

California

Draper Fisher Jurvetson Partners Growth Fund 2006, LLC

   California

Timothy C. Draper

  

United States

John H. N. Fisher

  

United States

Stephen T. Jurvetson

  

United States

Barry M. Schuler

  

United States

Mark W. Bailey

  

United States

Randy Glein

  

United States

 

Item 2(d) Title of class of securities: Class A Common Stock , $0.0001 par value per share

Each of the reporting persons herein owns Class B common stock which converts on a one-for-one basis at any time at the option of the holder into Class A common stock.

 

Item 2(e) CUSIP No.: 10316T104

 

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:

 

(a)

  

¨

  

Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);

(b)

  

¨

  

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);


13G

 

CUSIP NUMBER 10316T104   Page 26 of 36 Pages

 

(c)

  

¨

  

Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

  

¨

  

Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)

  

¨

  

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)

  

¨

  

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)

  

¨

  

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

  

¨

  

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

  

¨

  

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

  

¨

  

A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

(k)

  

¨

  

Group, in accordance with §240.13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify type of institution:

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.

The information set forth on all of the cover sheets hereto with respect to each of the Reporting Person on this Schedule 13G is incorporated herein by reference. The percentages set forth on the cover sheets and below are calculated based on 41,987,532 shares of Class A common stock reported outstanding at December 31, 2015 and assumes the conversion of the Class B common stock held by the relevant Reporting Person (and not any other person) into Class A common stock.

Draper Fisher Jurvetson Fund VIII, L.P.

 

  A. Amount Beneficially owned: 14,904,281

 

  B. Percent of Class: 26.20%

 

  C. Number of shares owned to which such person has:

 

  1. sole power to vote or to direct the vote: 0

 

  2. shared power to vote or to direct the vote: 14,904,281

 

  3. sole power to dispose or to direct the disposition of: 0

 

  4. shared power to dispose or to direct the disposition of: 14,904,281


13G

 

CUSIP NUMBER 10316T104   Page 27 of 36 Pages

 

Draper Fisher Jurvetson Fund VIII Partners, L.P.

 

  A. Amount Beneficially owned: 14,904,281

 

  B. Percent of Class: 26.20%

 

  C. Number of shares owned to which such person has:

 

  1. sole power to vote or to direct the vote: 0

 

  2. shared power to vote or to direct the vote: 14,904,281

 

  3. sole power to dispose or to direct the disposition of: 0

 

  4. shared power to dispose or to direct the disposition of: 14,904,281

DFJ Fund VIII, Ltd.

 

  A. Amount Beneficially owned: 14,904,281

 

  B. Percent of Class: 26.20%

 

  C. Number of shares owned to which such person has:

 

  1. sole power to vote or to direct the vote: 0

 

  2. shared power to vote or to direct the vote: 14,904,281

 

  3. sole power to dispose or to direct the disposition of: 0

 

  4. shared power to dispose or to direct the disposition of: 14,904,281

Draper Fisher Jurvetson Partners VIII, LLC

 

  A. Amount Beneficially owned: 331,206

 

  B. Percent of Class: 0.78%

 

  C. Number of shares owned to which such person has:

 

  1. sole power to vote or to direct the vote: 0

 

  2. shared power to vote or to direct the vote: 331,206

 

  3. sole power to dispose or to direct the disposition of: 0

 

  4. shared power to dispose or to direct the disposition of: 331,206

Draper Associates, L.P.

 

  A. Amount Beneficially owned: 1,490,740

 

  B. Percent of Class: 3.43%

 

  C. Number of shares owned to which such person has:

 

  1. sole power to vote or to direct the vote: 0

 

  2. shared power to vote or to direct the vote: 1,490,740

 

  3. sole power to dispose or to direct the disposition of: 0

 

  4. shared power to dispose or to direct the disposition of: 1,490,740

Draper Associates, Inc.

 

  A. Amount Beneficially owned: 1,490,740

 

  B. Percent of Class: 3.43%

 

  C. Number of shares owned to which such person has:

 

  1. sole power to vote or to direct the vote: 0

 

  2. shared power to vote or to direct the vote: 1,490,740

 

  3. sole power to dispose or to direct the disposition of: 0

 

  4. shared power to dispose or to direct the disposition of: 1,490,740


13G

 

CUSIP NUMBER 10316T104   Page 28 of 36 Pages

 

Draper Fisher Jurvetson Growth Fund 2006, L.P.

 

  A. Amount Beneficially owned: 1,390,544

 

  B. Percent of Class: 3.21%

 

  C. Number of shares owned to which such person has:

 

  1. sole power to vote or to direct the vote: 0

 

  2. shared power to vote or to direct the vote: 1,390,544

 

  3. sole power to dispose or to direct the disposition of: 0

 

  4. shared power to dispose or to direct the disposition of: 1,390,544

Draper Fisher Jurvetson Growth Fund 2006 Partners, L.P.

 

  A. Amount Beneficially owned: 1,390,544

 

  B. Percent of Class: 3.21%

 

  C. Number of shares owned to which such person has:

 

  1. sole power to vote or to direct the vote: 0

 

  2. shared power to vote or to direct the vote: 1,390,544

 

  3. sole power to dispose or to direct the disposition of: 0

 

  4. shared power to dispose or to direct the disposition of: 1,390,544

DFJ Growth Fund 2006, Ltd.

 

  A. Amount Beneficially owned: 1,390,544

 

  B. Percent of Class: 3.21%

 

  C. Number of shares owned to which such person has:

 

  1. sole power to vote or to direct the vote: 0

 

  2. shared power to vote or to direct the vote: 1,390,544

 

  3. sole power to dispose or to direct the disposition of: 0

 

  4. shared power to dispose or to direct the disposition of: 1,390,544

Draper Fisher Jurvetson Partners Growth Fund 2006, LLC

 

  A. Amount Beneficially owned: 112,421

 

  B. Percent of Class: 0.27%

 

  C. Number of shares owned to which such person has:

 

  1. sole power to vote or to direct the vote: 0

 

  2. shared power to vote or to direct the vote: 112,421

 

  3. sole power to dispose or to direct the disposition of: 0

 

  4. shared power to dispose or to direct the disposition of: 112,421


13G

 

CUSIP NUMBER 10316T104   Page 29 of 36 Pages

 

Draper Fisher Jurvetson Fund IX, L.P.

 

  A. Amount Beneficially owned: 4,660,560

 

  B. Percent of Class: 9.99%

 

  C. Number of shares owned to which such person has:

 

  1. sole power to vote or to direct the vote: 0

 

  2. shared power to vote or to direct the vote: 4,660,560

 

  3. sole power to dispose or to direct the disposition of: 0

 

  4. shared power to dispose or to direct the disposition of: 4,660,560

Draper Fisher Jurvetson Fund IX Partners, L.P.

 

  A. Amount Beneficially owned: 4,660,560

 

  B. Percent of Class: 9.99%

 

  C. Number of shares owned to which such person has:

 

  1. sole power to vote or to direct the vote: 0

 

  2. shared power to vote or to direct the vote: 4,660,560

 

  3. sole power to dispose or to direct the disposition of: 0

 

  4. shared power to dispose or to direct the disposition of: 4,660,560

DFJ Fund IX, Ltd.

 

  A. Amount Beneficially owned: 4,660,560

 

  B. Percent of Class: 9.99%

 

  C. Number of shares owned to which such person has:

 

  1. sole power to vote or to direct the vote: 0

 

  2. shared power to vote or to direct the vote: 4,660,560

 

  3. sole power to dispose or to direct the disposition of: 0

 

  4. shared power to dispose or to direct the disposition of: 4,660,560

Draper Fisher Jurvetson Partners IX, LLC

 

  A. Amount Beneficially owned: 126,295

 

  B. Percent of Class: 0.30%

 

  C. Number of shares owned to which such person has:

 

  1. sole power to vote or to direct the vote: 0

 

  2. shared power to vote or to direct the vote: 126,295

 

  3. sole power to dispose or to direct the disposition of: 0

 

  4. shared power to dispose or to direct the disposition of: 126,295

Timothy C. Draper

 

  A. Amount Beneficially owned: 21,513,082

 

  B. Percent of Class: 33.88%

 

  C. Number of shares owned to which such person has:

 

  1. sole power to vote or to direct the vote: 1,490,740

 

  2. shared power to vote or to direct the vote: 20,022,342

 

  3. sole power to dispose or to direct the disposition of: 1,490,740

 

  4. shared power to dispose or to direct the disposition of: 20,022,342


13G

 

CUSIP NUMBER 10316T104   Page 30 of 36 Pages

 

John H. N. Fisher

 

  A. Amount Beneficially owned: 21,525,307

 

  B. Percent of Class: 33.89%

 

  C. Number of shares owned to which such person has:

 

  1. sole power to vote or to direct the vote: 0

 

  2. shared power to vote or to direct the vote: 21,525,307

 

  3. sole power to dispose or to direct the disposition of: 0

 

  4. shared power to dispose or to direct the disposition of: 21,525,307

Stephen T. Jurvetson

 

  A. Amount Beneficially owned: 20,022,342

 

  B. Percent of Class: 32.29%

 

  C. Number of shares owned to which such person has:

 

  1. sole power to vote or to direct the vote: 0

 

  2. shared power to vote or to direct the vote: 20,022,342

 

  3. sole power to dispose or to direct the disposition of: 0

 

  4. shared power to dispose or to direct the disposition of: 20,022,342

Mark W. Bailey

 

  A. Amount Beneficially owned: 1,502,965

 

  B. Percent of Class: 3.46%

 

  C. Number of shares owned to which such person has:

 

  1. sole power to vote or to direct the vote: 0

 

  2. shared power to vote or to direct the vote: 1,502,965

 

  3. sole power to dispose or to direct the disposition of: 0

 

  4. shared power to dispose or to direct the disposition of: 1,502,965

Barry M. Schuler

 

  A. Amount Beneficially owned: 1,502,965

 

  B. Percent of Class: 3.46%

 

  C. Number of shares owned to which such person has:

 

  1. sole power to vote or to direct the vote: 0

 

  2. shared power to vote or to direct the vote: 1,502,965

 

  3. sole power to dispose or to direct the disposition of: 0

 

  4. shared power to dispose or to direct the disposition of: 1,502,965

Randy Glein

 

  A. Amount Beneficially owned: 1,502,965

 

  B. Percent of Class: 3.46%


13G

 

CUSIP NUMBER 10316T104   Page 31 of 36 Pages

 

  C. Number of shares owned to which such person has:

 

  1. sole power to vote or to direct the vote: 0

 

  2. shared power to vote or to direct the vote: 1,502,965

 

  3. sole power to dispose or to direct the disposition of: 0

 

  4. shared power to dispose or to direct the disposition of: 1,502,965

 

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

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 6. Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable.

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not Applicable.

 

Item 8. Identification and Classification of Members of the Group.

Not Applicable.

 

Item 9. Notice of Dissolution of Group.

Not Applicable.

 

Item 10. Certifications.

Not applicable.


13G

 

CUSIP NUMBER 10316T104   Page 32 of 36 Pages

 

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 16, 2016

 

Draper Fisher Jurvetson Fund VIII, L.P.

By: Draper Fisher Jurvetson Fund VIII Partners, L.P. (general partner)
By: DFJ Fund VIII, Ltd., its general partner
By:  

/s/ John H.N. Fisher

Name:   John H.N. Fisher
Title:   Managing Director
Draper Fisher Jurvetson Fund VIII Partners, L.P.
By: DFJ Fund VIII, Ltd., its general partner
By:  

/s/ John H.N. Fisher

Name:   John H. N. Fisher
Title:   Managing Director
DFJ Fund VIII, Ltd.
By:  

/s/ John H.N. Fisher

Name:   John H. N. Fisher
Title:   Managing Director
Draper Fisher Jurvetson Partners VIII, LLC
By:  

/s/ Timothy C. Draper

Name:   Timothy C. Draper
Title:   Managing Member
Draper Associates, L.P.
By: Draper Associates, Inc. (General Partner)
By:  

/s/ Timothy C. Draper

Name:   Timothy C. Draper
Title:   President


13G

 

CUSIP NUMBER 10316T104   Page 33 of 36 Pages

 

Draper Associates, Inc.
By:  

/s/ Timothy C. Draper

Name:   Timothy C. Draper
Title:   President
Draper Fisher Jurvetson Growth Fund 2006, L.P.
By: Draper Fisher Jurvetson Growth Fund 2006 Partners, L.P. (general partner)
By: DFJ Growth Fund 2006, Ltd., its general partner
By:  

/s/ John H.N. Fisher

Name:   John H.N. Fisher
Title:   Director
Draper Fisher Jurvetson Growth Fund 2006 Partners, L.P.
By: DFJ Growth Fund 2006, Ltd., its general partner
By:  

/s/ John H.N. Fisher

Name:   John H.N. Fisher
Title:   Director
DFJ Growth Fund 2006, Ltd.
By:  

/s/ John H.N. Fisher

Name:   John H.N. Fisher
Title:   Director


13G

 

CUSIP NUMBER 10316T104   Page 34 of 36 Pages

 

Draper Fisher Jurvetson Partners Growth Fund 2006, LLC
By:  

/s/ John H.N. Fisher

Name:   John H.N. Fisher
Title:   Authorized Member
Draper Fisher Jurvetson Fund IX, L.P.
By: Draper Fisher Jurvetson Fund IX Partners, L.P. (general partner)
By: DFJ Fund IX, Ltd., its general partner
By:  

/s/ John H.N. Fisher

Name:   John H.N. Fisher
Title:   Managing Director
Draper Fisher Jurvetson Fund IX Partners, L.P.
By: DFJ Fund IX, Ltd., its general partner
By:  

/s/ John H.N. Fisher

Name:   John H.N. Fisher
Title:   Managing Director
DFJ Fund IX, Ltd.
By:  

/s/ John H.N. Fisher

Name:   John H.N. Fisher
Title:   Managing Director
Draper Fisher Jurvetson Partners IX, LLC
By:  

/s/ John H.N. Fisher

Name:   John H.N. Fisher
Title:   Managing Member


13G

 

CUSIP NUMBER 10316T104   Page 35 of 36 Pages

 

/s/ Timothy C. Draper

Timothy C. Draper

/s/ John H.N. Fisher

John H. N. Fisher

/s/ Stephen T. Jurvetson

Stephen T. Jurvetson

/s/ Mark W. Bailey

Mark W. Bailey

/s/ Barry M. Schuler

Barry M. Schuler

/s/ Randy Glein

Randy Glein


13G

 

CUSIP NUMBER 10316T104   Page 36 of 36 Pages

 

Exhibit Index

 

Exhibit    Description
99.1    Statement pursuant to Rule 13d-1(k)(1)(iii), filed herewith