0001615774-19-000361.txt : 20190108 0001615774-19-000361.hdr.sgml : 20190108 20190108180729 ACCESSION NUMBER: 0001615774-19-000361 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190104 FILED AS OF DATE: 20190108 DATE AS OF CHANGE: 20190108 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MIHI LLC CENTRAL INDEX KEY: 0001614352 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38745 FILM NUMBER: 19516910 BUSINESS ADDRESS: STREET 1: 125 WEST 55TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-231-1000 MAIL ADDRESS: STREET 1: 125 WEST 55TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MIHI BOXWOOD SPONSOR, LLC CENTRAL INDEX KEY: 0001759192 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38745 FILM NUMBER: 19516911 BUSINESS ADDRESS: STREET 1: 125 WEST 55TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-231-1756 MAIL ADDRESS: STREET 1: 125 WEST 55TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MACQUARIE GROUP LTD CENTRAL INDEX KEY: 0001418333 STATE OF INCORPORATION: C3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38745 FILM NUMBER: 19516912 BUSINESS ADDRESS: STREET 1: 50 MARTIN PLACE CITY: SYDNEY, NSW 2000 STATE: C3 ZIP: 2000 BUSINESS PHONE: 212.231.1000 MAIL ADDRESS: STREET 1: 50 MARTIN PLACE CITY: SYDNEY, NSW 2000 STATE: C3 ZIP: 2000 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Boxwood Merger Corp. CENTRAL INDEX KEY: 0001751143 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 830808563 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1112 MONTANA AVENUE STREET 2: SUITE 901 CITY: SANTA MONICA STATE: CA ZIP: 90403 BUSINESS PHONE: (310) 801-5786 MAIL ADDRESS: STREET 1: 1112 MONTANA AVENUE STREET 2: SUITE 901 CITY: SANTA MONICA STATE: CA ZIP: 90403 4 1 s115258_form4.xml FORM 4 X0306 4 2019-01-04 0 0001751143 Boxwood Merger Corp. BWMC 0001614352 MIHI LLC C/O MACQUARIE CAPITAL (USA) INC. 125 WEST 55TH STREET, L-22 NEW YORK NY 10019 0 0 1 0 0001759192 MIHI BOXWOOD SPONSOR, LLC C/O MACQUARIE CAPITAL (USA) INC. 125 WEST 55TH STREET, L-22 NEW YORK NY 10019 0 0 1 0 0001418333 MACQUARIE GROUP LTD 50 MARTIN PLACE SYDNEY, NSW C3 2000 AUSTRALIA 0 0 1 0 Class F Common Stock 2019-01-04 4 J 0 750000 D Class A Common Stock 750000 4925000 I See footnote 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"). 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. 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. MIHI LLC /s/ Nick Butcher, President 2019-01-08 MIHI LLC /s/ Tobias Bachteler, Vice President 2019-01-08 MIHI BOXWOOD SPONSOR, LLC /s/ Tobias Bachteler, Manager 2019-01-08 MIHI BOXWOOD SPONSOR, LLC /s/ Jin Chun, Manager 2019-01-08 MACQUARIE GROUP LTD /s/ Paulina Chan, Authorized Signatory 2019-01-08 MACQUARIE GROUP LTD /s/ Gus Wong, Authorized Signatory 2019-01-08