SEC FORM 4/A

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^*

Zimowski Mark

(Last)

(First)

(Middle)

C/O 451 BROADWAY

(Street)

NEW YORK

10013

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Boxed, Inc. [ BOXD ]

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

3. Date of Earliest Transaction (Month/Day/Year)
12/08/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)
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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option	$2.46	12/08/2021		A		23,745		⁽²⁾	10/26/2026	Common Stock	23,745	⁽¹⁾	23,745	D
Stock Option	$3.21	12/08/2021		A		4,749		⁽²⁾	11/08/2027	Common Stock	4,749	⁽¹⁾	4,749	D
Stock Option	$3.34	12/08/2021		A		7,123		⁽³⁾	08/15/2028	Common Stock	7,123	⁽¹⁾	7,123	D
Stock Option	$3.34	12/08/2021		A		14,247		⁽⁴⁾	11/07/2028	Common Stock	14,247	⁽¹⁾	14,247	D
Stock Option	$3.16	12/08/2021		A		14,247		⁽⁵⁾	07/28/2030	Common Stock	14,247	⁽¹⁾	14,247	D
Stock Option	$1.57	12/08/2021		A		94,523		⁽⁶⁾	03/15/2023	Common Stock	94,523	⁽¹⁾	94,523	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.

	/s/ Keri Fessler, Attorney-in-Fact	01/07/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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