Marklew Shaun - Dec 31, 2021 Form 5 Insider Report for Boxlight Corp (BOXL)

Role
Chief Technology Officer
Signature
/s/ SHAUN MARKLEW
Stock symbol
BOXL
Transactions as of
Dec 31, 2021
Transactions value $
-$28,670
Form type
5
Date filed
1/28/2022, 12:02 PM
Next filing
Jan 28, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BOXL CLASS A COMMON STOCK Sale -$15.2K -5.88K -3.12% $2.59 182K Jul 8, 2021 Direct F2
transaction BOXL CLASS A COMMON STOCK Sale -$13.5K -5.88K -3.22% $2.29 177K Oct 14, 2021 Direct F2
holding BOXL CLASS A COMMON STOCK 188K Dec 31, 2021 Direct F1

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
holding BOXL SERIES B PREFERRED STOCK 32.5K Dec 31, 2021 Class A Common Stock 196K $1.66 Direct F3, F4, F6
holding BOXL SERIES B PREFERRED STOCK 27.1K Dec 31, 2021 Class A Common Stock 163K $1.66 Direct F3, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The Reporting Person became a named executive officer of the Issuer on July 1, 2021, at which time he became subject to Section 16 reporting. The Reporting person at that time held a total of 188,250 restricted stock units ("RSU") pursuant to a grant he had originally received from the Issuer upon commencement of his employment in November 2020. The RSUs vest quarterly in substantially equal installments over the course of four (4) years, with each RSU representing the right to receive one share of BOXL Class A common stock upon vesting.
F2 Represents the number of shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of RSUs. This sale is mandated by the Issuer under its equity incentive plan which requires the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person.
F3 The Reporting Person acquired the Series B and Series C Preferred Stock on September 24, 2020 in conjunction with the sale of Sahara Holdings Limited to the Issuer.
F4 The Series B Preferred Stock is convertible, at the option of the holder, into shares of Class A Common Stock at any time on or after January 1, 2024 at a conversion price of $1.66 per share, subject to the conditions set forth in the Amended and Restated Certificate of Designation for the BOXL Series B Preferred Stock, filed with the Nevada Secretary of State on November 13, 2020. The Series B Preferred Stock will convert automatically upon the Issuer's Class A common stock trading at 200% of the Conversion Price.
F5 The Series C Preferred Stock is convertible, at the option of the holder, into shares of Class A Common Stock at any time on or after January 1, 2026 at a conversion price of $1.66 per share, subject to the conditions set forth in the Certificate of Designation for the BOXL Series C Preferred Stock, filed with the Nevada Secretary of State on September 25, 2020, as amended on November 13, 2020. The Series C Preferred Stock will convert automatically upon the Issuer's Class A common stock trading at 200% of the Conversion Price.
F6 Not applicable.