January 20, 2015
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re: | Box, Inc. |
Registration Statement on Form S-1 (File No. 333-194767) |
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended (the Securities Act), we, the representatives of the underwriters (the Representatives), hereby join in the request of Box, Inc., a Delaware corporation (the Registrant), for the acceleration of the effective date of the Registrants Registration Statement on Form S-1 (File No. 333-194767) (the Registration Statement), relating to a public offering of shares of the Registrants Class A common stock, par value $0.0001 per share, so that the Registration Statement may be declared effective at 4:00 PM Eastern time, on January 22, 2015, or as soon thereafter as practicable. We, the undersigned Representatives, confirm that the underwriters are aware of their obligations under the Securities Act.
Additionally, pursuant to Rule 460 of the Securities Act, we hereby advise you that the Preliminary Prospectus dated January 9, 2015, was distributed by the underwriters approximately as follows:
Copies to prospective underwriters |
2,242 | |||
Copies to institutional investors |
1,773 | |||
Copies to others |
404 | |||
|
|
|||
Total |
4,419 |
We, the undersigned Representatives, hereby represent on behalf of the underwriters that the underwriters are acting in compliance and will act in compliance with the provisions of Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above proposed offering.
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Very truly yours, | ||
Morgan Stanley & Co. LLC | ||
Credit Suisse Securities (USA) LLC J.P. Morgan Securities LLC | ||
Acting severally on behalf of themselves and the several underwriters | ||
MORGAN STANLEY & CO. LLC | ||
By: | /s/ Kyle A. Corcoran | |
Name: | Kyle A. Corcoran | |
Title: | Vice President | |
CREDIT SUISSE SECURITIES (USA) LLC | ||
By: | /s/ C. Cullom Davis | |
Name: | C. Cullom Davis | |
Title: | Managing Director | |
J.P. MORGAN SECURITIES LLC | ||
By: | /s/ Michael Millman | |
Name: | Michael Millman | |
Title: | Managing Director |
[Underwriters Acceleration Request Signature Page]