SEC Form 4 · accession 0001615774-18-013132
Boxwood Merger Corp. · BWMC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Nov 20, 2018
Accepted (ET)
Nov 21, 2018 · 4:08 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001751143
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F2 | Nov 20, 2018 | P$0 | 250,000 | — | A | 250,000 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantF1,F2,F3,F4 | $11.50 | Nov 20, 2018 | P | 3,750,000 | A | — | — | Class A Common Stock | 3,750,000 | 3,750,000 | I |
Explanation of responses
- F1Boxwood Sponsor LLC (the "Sponsor") acquired an aggregate of 250,000 units (each a "Private Placement Unit") at a price of $10.00 per unit, $2,500,000 in the aggregate and 3,500,000 warrants (each a "Private Placement Warrant") at a price of $1.00 per warrant, $3,500,000 in the aggregate, in a private placement that closed simultaneously with the closing of Boxwood Merger Corp.'s (the "Issuer") initial public offering. Each Private Placement Unit consists of one share of the Issuer's Class A common stock and one Private Placement Warrant.
- F2The Private Placement Units and the Private Placement Warrants are held directly by the Sponsor. The Sponsor is jointly owned and managed by MIHI Boxwood Sponsor, LLC, which is controlled by MIHI LLC ("MIHI"), and Boxwood Management Company, LLC ("Boxwood Management"). MIHI and Boxwood Management have shared voting and dispositive power with respect to the shares held by the Sponsor and, as such, may be deemed to beneficially own the shares held by the Sponsor. Macquarie Group Limited ("Macquarie Group") is the ultimate indirect parent of MIHI and may be deemed to beneficially own the Issuer's securities held thereby. Macquarie Group, MIHI and MIHI Boxwood Sponsor, LLC are referred to collectively as the "Reporting Persons." Each Reporting Person disclaims beneficial ownership of all shares of the Issuer reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.
- F3The warrants will become exercisable on the later of 30 days after the completion of the Issuer's initial business combination or November 20, 2019.
- F4The warrants expire five years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation.