Sec Form 4 Filing - MIHI LLC @ Boxwood Merger Corp. - 2019-01-04

FORM 4 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 MIHI LLC 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) (Last) (First) (Middle) C/O MACQUARIE CAPITAL (USA) INC., 125 WEST 55TH STREET, L-22 3. Date of Earliest Transaction (MM/DD/YY) 01/04/2019 (Street) NEW YORK, NY10019 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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

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 Class F Common Stock ( 1 ) 01/04/2019 J( 2 ) 750,000 ( 1 ) ( 1 ) Class A Common Stock 750,000 ( 1 ) 4,925,000 I See footnote ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MIHI LLC C/O MACQUARIE CAPITAL (USA) INC. 125 WEST 55TH STREET, L-22 NEW YORK, NY10019 X MIHI BOXWOOD SPONSOR, LLC C/O MACQUARIE CAPITAL (USA) INC. 125 WEST 55TH STREET, L-22 NEW YORK, NY10019 X MACQUARIE GROUP LTD 50 MARTIN PLACE SYDNEY, NSW, C32000 X Signatures MIHI LLC /s/ Nick Butcher, President 01/08/2019 Signature of Reporting Person Date MIHI LLC /s/ Tobias Bachteler, Vice President 01/08/2019 Signature of Reporting Person Date MIHI BOXWOOD SPONSOR, LLC /s/ Tobias Bachteler, Manager 01/08/2019 Signature of Reporting Person Date MIHI BOXWOOD SPONSOR, LLC /s/ Jin Chun, Manager 01/08/2019 Signature of Reporting Person Date MACQUARIE GROUP LTD /s/ Paulina Chan, Authorized Signatory 01/08/2019 Signature of Reporting Person Date MACQUARIE GROUP LTD /s/ Gus Wong, Authorized Signatory 01/08/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares of Class F common stock have no expiration date and will automatically convert into shares of Class A common stock at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as set forth in the Issuer's registration statement on Form S-1 (File No. 333-228018) (the "Registration Statement"). ( 2 )750,000 shares of Class F common stock were forfeited to the Issuer at no cost in connection with the expiration of the underwriters' over-allotment option, as described in the Registration Statement. ( 3 )The Class F Common Stock is held directly by Boxwood Sponsor LLC (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.

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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