Mark Zimowski - 08 Dec 2021 Form 4/A - Amendment Insider Report for Boxed, Inc.

Role
Chief Financial Officer
Signature
/s/ Keri Fessler, Attorney-in-Fact
Issuer symbol
N/A
Transactions as of
08 Dec 2021
Net transactions value
$0
Form type
4/A - Amendment
Filing time
07 Jan 2022, 16:49:50 UTC
Date Of Original Report
10 Dec 2021
Next filing
17 Mar 2022
SEC
View on sec.gov

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction BOXDQ Stock Option Award +23,745 23,745 08 Dec 2021 Common Stock 23,745 $2.46 Direct F1, F2
transaction BOXDQ Stock Option Award +4,749 4,749 08 Dec 2021 Common Stock 4,749 $3.21 Direct F1, F2
transaction BOXDQ Stock Option Award +7,123 7,123 08 Dec 2021 Common Stock 7,123 $3.34 Direct F1, F3
transaction BOXDQ Stock Option Award +14,247 14,247 08 Dec 2021 Common Stock 14,247 $3.34 Direct F1, F4
transaction BOXDQ Stock Option Award +14,247 14,247 08 Dec 2021 Common Stock 14,247 $3.16 Direct F1, F5
transaction BOXDQ Stock Option Award +94,523 94,523 08 Dec 2021 Common Stock 94,523 $1.57 Direct F1, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 This stock option is fully vested and currently exercisable.
F3 This stock option vests in 48 monthly installments beginning on June 1, 2018.
F4 This stock option vests in 48 monthly installments beginning on November 1, 2018.
F5 This stock option vests in 48 monthly installments beginning on July 27, 2020.
F6 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.