0001628280-22-017143.txt : 20220614 0001628280-22-017143.hdr.sgml : 20220614 20220614164030 ACCESSION NUMBER: 0001628280-22-017143 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20220610 FILED AS OF DATE: 20220614 DATE AS OF CHANGE: 20220614 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Pearson Andrew C. CENTRAL INDEX KEY: 0001836534 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39817 FILM NUMBER: 221015361 MAIL ADDRESS: STREET 1: 445 PARK AVENUE, 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Boxed, Inc. CENTRAL INDEX KEY: 0001828672 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 853316188 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 451 BROADWAY STREET 2: FLOOR 2 CITY: NEW YORK STATE: NY ZIP: 10013 BUSINESS PHONE: (646) 586-5599 MAIL ADDRESS: STREET 1: 451 BROADWAY STREET 2: FLOOR 2 CITY: NEW YORK STATE: NY ZIP: 10013 FORMER COMPANY: FORMER CONFORMED NAME: Seven Oaks Acquisition Corp. DATE OF NAME CHANGE: 20201015 4 1 wf-form4_165523919539440.xml FORM 4 X0306 4 2022-06-10 0 0001828672 Boxed, Inc. BOXD 0001836534 Pearson Andrew C. 451 BROADWAY FLOOR 2 NEW YORK NY 10013 1 0 0 0 Common Stock 2022-06-10 4 P 0 10000 2.242 A 425589 D Common Stock 2022-06-10 4 P 0 10000 2.3297 A 435589 D Common Stock 2022-06-10 4 P 0 10000 2.3719 A 445589 D Common Stock 2022-06-13 4 P 0 25000 1.8464 A 470589 D Common Stock 2022-06-13 4 P 0 25000 1.7487 A 495589 D Common Stock 2022-06-13 4 P 0 25000 1.7492 A 520589 D Common Stock 2022-06-14 4 P 0 20000 1.5923 A 540589 D Common Stock 2022-06-14 4 P 0 25000 1.50 A 565589 D The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.23 to $2.25. The reporting person undertakes to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within this range. Includes 395,589 shares of Common Stock acquired in a pro rata distribution in-kind, the acquisition of which was exempt pursuant to Rule 16a-9, of which 121,005 shares remain subject to forfeiture in the event the Issuer's common stock price does not exceed certain hurdles prior to December 8, 2026. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.30 to $2.36. The reporting person undertakes to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within this range. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.35 to $2.40. The reporting person undertakes to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within this range. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.83 to $1.86. The reporting person undertakes to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within this range. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.73 to $1.75. The reporting person undertakes to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within this range. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.74 to $1.75. The reporting person undertakes to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within this range. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.565 to $1.61. The reporting person undertakes to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within this range. Exhibit 24 - Power of Attorney. /s/ Keri Fessler, Attorney-in-Fact 2022-06-14 EX-24 2 poa-acp.htm EXHIBIT 24_ACP Document

Exhibit 24

SCHEDULE H

POWER OF ATTORNEY

With respect to holdings of and transactions in securities issued by Boxed, Inc. (the “Company”), the undersigned hereby constitutes and appoints the individuals named on Annex A attached hereto and as may be amended from time to time, or any of them signing singly, with full power of substitution and resubstitution, to act as the undersigned’s true and lawful attorney-in-fact to:

1.    prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the United States Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain and/or regenerate codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934, as amended, or any rule or regulation of the SEC;

2.    execute for and on behalf of the undersigned, Forms 3, 4, and 5 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and the rules thereunder;

3.    do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and

4.    take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-facts discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution and resubstitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorneys-in-fact substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.

The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is any Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.




G-1

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 14th day of June 2022.

By:/s/ Andrew C. Pearson
Name:Andrew C. Pearson


G-2


Annex A


Individuals Appointed as Attorney-in-Fact with Full Power of Substitution and Resubstitution

Keri Fessler, Director of SEC Reporting
Gadiel Ross, Controller
Jung Choi, General Counsel