Sec Form 3 Filing - Godsey Sandy @ Boxabl Inc. - 2023-10-09

FORM 3 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 Godsey Sandy 2. Issuer Name and Ticker or Trading Symbol Boxabl Inc. [ BOX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) General Counsel (Last) (First) (Middle) 5345 E. N. BELT ROAD 3. Date of Earliest Transaction (MM/DD/YY) 10/09/2023 (Street) NORTH LAS VEGAS, NV89115 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

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 Restricted Stock Units ( 3 ) ( 1 ) ( 2 ) Common Stock, par value $0.00001 $ 714,286 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Godsey Sandy 5345 E. N. BELT ROAD NORTH LAS VEGAS, NV89115 General Counsel Signatures /s/ Sandy Godsey 10/10/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Vesting occurs three years from the date of grant on August 21, 2026. The Restricted Stock Units ("RSUs") may be monetized once vested and upon the earlier of (i) the Company making a tender for and successfully acquiring the RSUs, (ii) the closing date of a transaction or series of transactions resulting in a Change of Control as defined in Section 409A of the IRC, or (iii) after expiration of the "lock up" period following an initial underwritten sale of the Company's equity securities on an established securities market (collectively, a "Qualifying Transaction"). ( 2 )If employment is terminated for any reason prior to a Qualifying Transaction (defined in note 1, above), the RSUs will immediately be canceled and lapsed, and there will be no entitlement to any payment. If employment is terminated for cause following a Qualifying Transaction, but prior to the date on which payment is made, then employee will receive no payment. ( 3 )Once the RSUs become vested and a Qualifying Transaction occurs (defined in note 1, above), payment will be made in a single sum within fifteen (15) business days after the closing of the Qualifying Transaction. No payment will be made under the award agreement prior to the closing of a Qualifying Transaction.

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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