SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 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 (Last) (First) (Middle) C/O BOXWOOD MERGER CORP. 1112 MONTANA AVENUE, SUITE 901 (Street) SANTA MONICA CA 90403 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/15/2018	3. Issuer Name and Ticker or Trading Symbol Boxwood Merger Corp. [ BWMC ]
		4. 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	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class F Common Stock	(1)	(1)	Class A Common Stock	5,675,000(2)	(1)	I	See footnote(3)

1. Name and Address of Reporting Person* Kadenacy Stephen M (Last) (First) (Middle) C/O BOXWOOD MERGER CORP. 1112 MONTANA AVENUE, SUITE 901 (Street) SANTA MONICA CA 90403 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner X Officer (give title below) Other (specify below) Chief Executive Officer

1. Name and Address of Reporting Person* Boxwood Management Company, LLC (Last) (First) (Middle) C/O BOXWOOD MERGER CORP. 1112 MONTANA AVENUE, SUITE 901 (Street) SANTA MONICA CA 90403 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

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).

2. Includes up to 750,000 shares subject to forfeiture by Boxwood Sponsor LLC (the "Sponsor") depending on the extent to which the underwriters' option to purchase additional units is exercised, if at all.

3. The Class F Common Stock is held directly by 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.

Remarks:

See Exhibit 24.1 - Power of Attorney (Stephen M. Kadenacy) See Exhibit 24.2 - Power of Attorney (Boxwood Management Company, LLC)

	/s/ Alan I. Annex, Attorney-in-Fact	11/15/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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