Sec Form 5 Filing - Marklew Shaun @ Boxlight Corp - 2021-12-31

FORM 5 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Marklew Shaun 2. Issuer Name and Ticker or Trading Symbol Boxlight Corp [ BOXL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Technology Officer (Last) (First) (Middle) C/O BOXLIGHT CORPORATION, 1045 PROGRESS CIRCLE 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2021 (Street) LAWRENCEVILLE, GA30043 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 188,250( 1 ) D CLASS A COMMON STOCK 07/08/2021 S 5,875( 2 ) D $ 2.59 182,375 D CLASS A COMMON STOCK 10/14/2021 S 5,875( 2 ) D $ 2.29 176,500 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 SERIES B PREFERRED STOCK( 3 ) $ 1.66 01/01/2024 ( 6 ) Class A Common Stock 195,740 32,493( 4 ) D SERIES B PREFERRED STOCK( 3 ) $ 1.66 01/01/2026 ( 6 ) Class A Common Stock 163,117 27,077( 5 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Marklew Shaun C/O BOXLIGHT CORPORATION 1045 PROGRESS CIRCLE LAWRENCEVILLE, GA30043 Chief Technology Officer Signatures /s/ SHAUN MARKLEW 01/28/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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. ( 3 )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. ( 4 )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. ( 5 )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. ( 6 )Not applicable.

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).

** 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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