Sec Form 4 Filing - Kadenacy Stephen M @ 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 Kadenacy Stephen M 2. Issuer Name and Ticker or Trading Symbol Boxwood Merger Corp. [ BWMC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O BOXWOOD MERGER CORP., 1112 MONTANA AVENUE, SUITE 901 3. Date of Earliest Transaction (MM/DD/YY) 01/04/2019 (Street) SANTA MONICA, CA90403 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 Kadenacy Stephen M C/O BOXWOOD MERGER CORP. 1112 MONTANA AVENUE, SUITE 901 SANTA MONICA, CA90403 X X Chief Executive Officer Boxwood Management Company, LLC C/O BOXWOOD MERGER CORP. 1112 MONTANA AVENUE, SUITE 901 SANTA MONICA, CA90403 X Signatures /s/ Alan I. Annex, Attorney-in-Fact 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 and Boxwood Management Company, LLC ("Boxwood Management"). Mr. Stephen M. Kadenacy owns a majority interest in, and is the sole manager of, Boxwood Management. As such, Mr. Kadenacy may be deemed to beneficially own the shares held by Boxwood Management or the Sponsor. Certain of the Issuer's other officers and directors hold economic interests in Boxwood Management and pecuniary interests in certain of the securities held by Boxwood Management. Each of Boxwood Management, Mr. Kadenacy and such other officers and directors disclaims such beneficial ownership except to the extent of their respective pecuniary interests therein.

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).

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