Sec Form 4 Filing - Zimowski Mark @ Boxed, Inc. - 2021-12-08

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 Zimowski Mark 2. Issuer Name and Ticker or Trading Symbol Boxed, Inc. [ BOXD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) C/O 451 BROADWAY 3. Date of Earliest Transaction (MM/DD/YY) 12/08/2021 (Street) NEW YORK, NY10013 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 Stock Option $ 2.46 12/08/2021 A 17,904 ( 2 ) 10/26/2026 Common Stock 17,904 ( 1 ) 17,904 D Stock Option $ 3.21 12/08/2021 A 3,225 ( 2 ) 11/08/2027 Common Stock 3,225 ( 1 ) 3,225 D Stock Option $ 3.34 12/08/2021 A 4,744 ( 3 ) 08/15/2028 Common Stock 4,744 ( 1 ) 4,744 D Stock Option $ 3.34 12/08/2021 A 9,489 ( 4 ) 11/07/2028 Common Stock 9,489 ( 1 ) 9,489 D Stock Option $ 3.16 12/08/2021 A 9,745 ( 5 ) 07/28/2030 Common Stock 9,745 ( 1 ) 9,745 D Stock Option $ 1.57 12/08/2021 A 79,683 ( 6 ) 03/15/2023 Common Stock 79,683 ( 1 ) 79,683 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Zimowski Mark C/O 451 BROADWAY NEW YORK, NY10013 Chief Financial Officer Signatures /s/ Keri Fessler, Attorney-in-Fact 12/10/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On December 8, 2021, pursuant to that certain Agreement and Plan of Merger, dated as of June 13, 2021, by and among the Issuer, Blossom Merger Sub, Inc. ("Merger Sub"), Blossom Merger Sub II, LLC ("Merger Sub II") and Giddy Inc. ("Boxed"), upon the effective time of the transactions contemplated thereby, each outstanding option to purchase shares of Boxed common stock (each a "Boxed Option") was automatically cancelled and converted into an option to purchase a number of shares of common stock of the Issuer equal to (i) the number of shares of Boxed common stock subject to the applicable Boxed Option multiplied by (ii) approximately 0.9498, rounded down to the nearest whole share. ( 2 )This stock option is fully vested and currently exercisable. ( 3 )This stock option vests in 48 monthly installments beginning on June 1, 2018. ( 4 )This stock option vests in 48 monthly installments beginning on November 1, 2018. ( 5 )This stock option vests in 48 monthly installments beginning on July 27, 2020. ( 6 )This stock option vests with respect to 50% of the options on December 9, 2021 and as to the remaining 50% in 6 monthly installments thereafter.

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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