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* MIHI LLC (Last) (First) (Middle) C/O MACQUARIE CAPITAL (USA) INC. 125 WEST 55TH STREET, L-22 (Street) NEW YORK NY 10019 (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) Director X 10% Owner Officer (give title below) Other (specify below)	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* MIHI LLC (Last) (First) (Middle) C/O MACQUARIE CAPITAL (USA) INC. 125 WEST 55TH STREET, L-22 (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MIHI BOXWOOD SPONSOR, LLC (Last) (First) (Middle) C/O MACQUARIE CAPITAL (USA) INC. 125 WEST 55TH STREET, L-22 (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MACQUARIE GROUP LTD (Last) (First) (Middle) 50 MARTIN PLACE (Street) SYDNEY, NSW 2000 C3 2000 (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, 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.

Remarks:

See Exhibit 24.1 - Power of Attorney (MIHI Boxwood Sponsor, LLC)

	MIHI LLC /s/ Nick Butcher, President	11/15/2018
	MIHI LLC /s/ Tobias Bachteler, Vice President	11/15/2018
	MIHI BOXWOOD SPONSOR, LLC /s/ Alan I. Annex, Authorized Person	11/15/2018
	MIHI BOXWOOD SPONSOR, LLC /s/ Jason T. Simon, Authorized Person	11/15/2018
	MACQUARIE GROUP LTD /s/ Paulina Chan, Authorized Signatory	11/15/2018
	MACQUARIE GROUP LTD /s/ Gus Wong, Authorized Signatory	11/15/2018
	** Signature of Reporting Person	Date
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 5 (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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