SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
MIHI LLC

(Last) (First) (Middle)
C/O MACQUARIE CAPITAL (USA) INC.
125 WEST 55TH STREET, L-22

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Boxwood Merger Corp. [ BWMC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/20/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 11/20/2018 P 250,000 A (1) 250,000 I See footnote(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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
Warrant $11.5 11/20/2018 P 3,750,000 (3) (4) Class A Common Stock 3,750,000 (1) 3,750,000 I See footnote(2)
1. Name and Address of Reporting Person*
MIHI LLC

(Last) (First) (Middle)
C/O MACQUARIE CAPITAL (USA) INC.
125 WEST 55TH STREET, L-22

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MIHI BOXWOOD SPONSOR, LLC

(Last) (First) (Middle)
C/O MACQUARIE CAPITAL (USA) INC.
125 WEST 55TH STREET, L-22

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MACQUARIE GROUP LTD

(Last) (First) (Middle)
50 MARTIN PLACE

(Street)
SYDNEY, NSW 2000 C3 2000

(City) (State) (Zip)
Explanation of Responses:
1. Boxwood 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.
2. The 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.
3. The warrants will become exercisable on the later of 30 days after the completion of the Issuer's initial business combination or November 20, 2019.
4. The warrants expire five years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation.
MIHI LLC /s/ Nick Butcher, President 11/20/2018
MIHI LLC /s/ Tobias Bachteler, Vice President 11/20/2018
MIHI BOXWOOD SPONSOR, LLC /s/ Alan I. Annex, Authorized Person 11/20/2018
MIHI BOXWOOD SPONSOR, LLC /s/ Jason T. Simon, Authorized Person 11/20/2018
MACQUARIE GROUP LTD /s/ Paulina Chan, Authorized Signatory 11/20/2018
MACQUARIE GROUP LTD /s/ Gus Wong, Authorized Signatory 11/20/2018
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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