Written communication relating to an issuer or third party



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SECURITIES AND EXCHANGE COMMISSION




WASHINGTON, D.C. 20549










SCHEDULE TO




Tender Offer Statement under Section 14(d)(1) or 13(e)(1)




of the Securities Exchange Act of 1934










Box, Inc.




(Name of Subject Company (Issuer))




Box, Inc.




(Names of
Filing Persons (Issuer and Offeror))




Class A Common Stock, par value $0.0001 per share




(Title of Class of Securities)




10316T104




(CUSIP Number
of Class of Securities)




Aaron Levie, Chairman and Chief Executive Officer




Dylan Smith, Chief Financial Officer




Box, Inc.




900 Jefferson
Ave.




Redwood City, California 94063





(877) 729-4269





(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Filing Person(s) Filing
Statement)





Copies to:






















Jose F. Macias, Esq.




Wilson Sonsini Goodrich & Rosati, P.C.




650 Page Mill Road




Palo
Alto, California 94304





(650) 493-9300







David Leeb, Esq.




Box, Inc.




900 Jefferson
Ave.




Redwood City, California 94063





(877) 729-4269












CALCULATION OF FILING FEE




























TRANSACTION VALUATION




AMOUNT OF FILING FEE



Not Applicable*




Not Applicable*










*


A filing fee is not required in connection with this filing as it relates solely to preliminary communications
made before the commencement of the tender offer.














Check box if any part of the fee is offset as provided by Rule

0-11(a)(2)

and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.









































Amount Previously Paid:


N/A


Filing Party:


N/A

Form or Registration No.:


N/A


Date Filed:


N/A












Check box if the filing relates solely to preliminary communications made before the commencement of a tender
offer.




Check the appropriate boxes to designate any transactions to which the statement relates:

























☐   third-party tender offer subject to Rule

14d-1





☐   going-private transaction subject to Rule

13e-3




☒   issuer tender offer subject to Rule

13e-4





☐   amendment to Schedule 13D under Rule

13d-2




Check the following box if the filing is a final amendment reporting the results of the tender offer.  ☐



If applicable, check the appropriate box(es) below to designate the appropriate rule provisions relied upon:















Rule

13e-4(i)

(Cross-Border Issuer Tender Offer)














Rule

14-1(d)

(Cross-Border Third-Party Tender Offer)


















This Tender Offer Statement on Schedule TO relates solely to preliminary communications made before the
potential commencement of a “Dutch auction” self-tender by Box, Inc., a Delaware corporation (the “

Company

”), of up to $500 million of its Class A common stock (“

Common Stock

”), with specific
amount and pricing of the self-tender to be determined based on market conditions and stock prices at the time when the self-tender is launched. The self-tender is expected to commence after the Company releases its fiscal first quarter financial
results in May 2021. Further details on the self-tender would be filed with the U.S. Securities and Exchange Commission (the “

Commission

”) at the time of its commencement.




This communication is for informational purposes only, is not a recommendation to buy or sell the Company’s Common Stock, and does not constitute an
offer to buy or the solicitation of an offer to sell Common Stock shares of the Company. The tender offer described in this communication has not yet commenced, and there can be no assurances that the Company will commence the tender offer on the
terms described in this Schedule TO or at all. The tender offer will be made only pursuant to an offer to purchase, letter of transmittal and related materials that the Company expects to distribute to its stockholders and file with the
Securities and Exchange Commission upon commencement of the tender offer. SHAREHOLDERS AND INVESTORS SHOULD READ CAREFULLY THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED MATERIALS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING
THE VARIOUS TERMS OF, AND CONDITIONS TO, THE TENDER OFFER. Once the tender offer is commenced, shareholders and investors will be able to obtain a free copy of the tender offer statement on Schedule TO, the offer to purchase, letter of transmittal
and other documents that the Company expects to file with the Commission at the Securities and Exchange Commission’s website at www.sec.gov or by calling the Information Agent (to be identified at the time the offer is made) for the tender
offer.












EXHIBIT INDEX



















99.1


Press Release dated May 10, 2021.



The above information was disclosed in a filing to the SEC. To see the filing, click here.

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