SEC Form 4 · accession 0001615774-19-000361
Boxwood Merger Corp. · BWMC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Jan 4, 2019
Accepted (ET)
Jan 8, 2019 · 6:07 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001751143
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class F Common StockF1,F3 | — | Jan 4, 2019 | J | 750,000 | D | — | — | Class A Common Stock | 750,000 | 4,925,000 | I |
Explanation of responses
- F1The shares of Class F common stock have no expiration date and will automatically convert into shares of Class A common stock at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as set forth in the Issuer's registration statement on Form S-1 (File No. 333-228018) (the "Registration Statement").
- F2750,000 shares of Class F common stock were forfeited to the Issuer at no cost in connection with the expiration of the underwriters' over-allotment option, as described in the Registration Statement.
- F3The Class F Common Stock is held directly by Boxwood Sponsor LLC (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.