Statement of Changes in Beneficial Ownership (4)
December 10 2021 - 3:29PM
Edgar (US Regulatory)
FORM 4
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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
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
MATTHEWS GARY S |
2. Issuer Name and Ticker or Trading Symbol
Boxed, Inc.
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BOXD
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman of the Board |
(Last)
(First)
(Middle)
451 BROADWAY |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/8/2021 |
(Street)
NEW YORK, NY 10013
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common stock | 12/8/2021 | | P | | 20000 | A | $10.00 | 20000 | D | |
Common Stock | 12/8/2021 | | S | | 102075 | D | (1) | 5202300 | I | See Footnote (2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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 |
Explanation of Responses: |
(1) | Pursuant to the convertible note subscription agreement, dated December 8, 2021, by and between the Issuer and XYQ US, LLC, Seven Oaks Sponsor LLC transferred 102,075 shares of Class B common stock of the Issuer to XYQ US, LLC, which automatically converted into 102,075 shares of common stock of the Issuer. |
(2) | By Seven Oaks Sponsor LLC. Gary S. Matthews is a manager of Seven Oaks Sponsor LLC and shares voting and investment discretion with respect to the securities held of record by Seven Oaks Sponsor LLC. Mr. Matthews disclaims any beneficial ownership of the securities held by Seven Oaks Sponsor LLC, except to the extent of his pecuniary interest therein. |
Remarks: See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of the Reporting Persons to the Issuer. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
MATTHEWS GARY S 451 BROADWAY NEW YORK, NY 10013 |
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| Chairman of the Board |
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Seven Oaks Sponsor LLC 445 PARK AVENUE, 17TH FLOOR NEW YORK, NY 10022 | X |
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Signatures
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/s/ Gary S. Matthews | | 12/10/2021 |
**Signature of Reporting Person | Date |
/s/ Gary S. Matthews, Manager of Seven Oaks Sponsor LLC | | 12/10/2021 |
**Signature of Reporting Person | Date |
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