Amended Statement of Changes in Beneficial Ownership (4/a)
07 Gennaio 2022 - 11:51PM
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
*
Zimowski Mark |
2. Issuer Name and Ticker or Trading Symbol
Boxed, Inc.
[
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) Chief Financial Officer |
(Last)
(First)
(Middle)
C/O 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)
12/10/2021 |
6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ 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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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 |
Stock Option | $2.46 | 12/8/2021 | | A | | 23745 | | (2) | 10/26/2026 | Common Stock | 23745 | (1) | 23745 | D | |
Stock Option | $3.21 | 12/8/2021 | | A | | 4749 | | (2) | 11/8/2027 | Common Stock | 4749 | (1) | 4749 | D | |
Stock Option | $3.34 | 12/8/2021 | | A | | 7123 | | (3) | 8/15/2028 | Common Stock | 7123 | (1) | 7123 | D | |
Stock Option | $3.34 | 12/8/2021 | | A | | 14247 | | (4) | 11/7/2028 | Common Stock | 14247 | (1) | 14247 | D | |
Stock Option | $3.16 | 12/8/2021 | | A | | 14247 | | (5) | 7/28/2030 | Common Stock | 14247 | (1) | 14247 | D | |
Stock Option | $1.57 | 12/8/2021 | | A | | 94523 | | (6) | 3/15/2023 | Common Stock | 94523 | (1) | 94523 | D | |
Explanation of Responses: |
(1) | On December 8, 2021, pursuant to that certain Agreement and Plan of Merger, dated as of June 13, 2021, by and among the Issuer, Blossom Merger Sub, Inc. ("Merger Sub"), Blossom Merger Sub II, LLC ("Merger Sub II") and Giddy Inc. ("Boxed"), upon the effective time of the transactions contemplated thereby, each outstanding option to purchase shares of Boxed common stock (each a "Boxed Option") was automatically cancelled and converted into an option to purchase a number of shares of common stock of the Issuer equal to (i) the number of shares of Boxed common stock subject to the applicable Boxed Option multiplied by (ii) approximately 0.9498, rounded down to the nearest whole share. |
(2) | This stock option is fully vested and currently exercisable. |
(3) | This stock option vests in 48 monthly installments beginning on June 1, 2018. |
(4) | This stock option vests in 48 monthly installments beginning on November 1, 2018. |
(5) | This stock option vests in 48 monthly installments beginning on July 27, 2020. |
(6) | This stock option vests with respect to 50% of the options on December 9, 2021 and as to the remaining 50% in 6 monthly installments thereafter. |
Remarks: On December 10, 2021 the Reporting Person filed a Form 4 (the "Original Form 4"), which inadvertently understated the number of shares of Common Stock underlying the Stock Options reported therein. This amendment is being filed to correct the amounts listed in Columns 5, 7 and 9 of Table II, and there have been no other changes to the information presented in the Original Form 4. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Zimowski Mark C/O 451 BROADWAY NEW YORK, NY 10013 |
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| Chief Financial Officer |
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Signatures
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/s/ Keri Fessler, Attorney-in-Fact | | 1/7/2022 |
**Signature of Reporting Person | Date |
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