Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Boxed, Inc. (f/k/a Seven Oaks Acquisition Corp.)
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
103174108
(CUSIP Number)
Jerry Cammarata
Atalaya Capital Management LP
One Rockefeller Plaza
32nd Floor
New York, NY 10022
(212) 201-1924
with a copy to:
Stephen B. Amdur
Pillsbury Winthrop Shaw Pittman LLP
31 West 52nd Street
New York, NY 10019
(212) 858-1000
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
August 22, 2022
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of 240.13d-1(e), 240.13d-1(f)
or 240.13d-1(g), check the following box. []
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See
240.13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover
page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
CUSIP No. 103174108
(1) Names of reporting persons
ACM ARRT VII D LLC
(2) Check the appropriate box if a member of a group
(a) [ ]
(b) [ ]
(see instructions)
(3) SEC use only
(4) Source of funds (see instructions): OO
(5) Check if disclosure of legal proceedings is required pursuant to
Items 2(d) or 2(e)
(6) Citizenship or place or organization
Delaware, USA
Number of shares beneficially owned by each reporting person with:
(7) Sole voting power: 0
(8) Shared voting power: 4,812,537
(9) Sole dispositive power: 0
(10) Shared dispositive power: 4,812,537
(11) Aggregate amount beneficially owned by each reporting person: 4,812,537
(12) Check if the aggregate amount in Row (11) excludes certain
shares (see instructions)
(13) Percent of class represented by amount in Row (11): 6.6%
(14) Type of reporting person (see instructions): OO
CUSIP No. 103174108
(1) Names of reporting persons
Atalaya Special Purpose Investment Fund LP
(2) Check the appropriate box if a member of a group
(a) [ ]
(b) [ ]
(see instructions)
(3) SEC use only
(4) Source of funds (see instructions): OO
(5) Check if disclosure of legal proceedings is required pursuant to
Items 2(d) or 2(e)
(6) Citizenship or place or organization
Delaware, USA
Number of shares beneficially owned by each reporting person with:
(7) Sole voting power: 0
(8) Shared voting power: 10,000
(9) Sole dispositive power: 0
(10) Shared dispositive power: 10,000
(11) Aggregate amount beneficially owned by each reporting person: 10,000
(12) Check if the aggregate amount in Row (11) excludes certain
shares (see instructions)
(13) Percent of class represented by amount in Row (11): 0.0%
(14) Type of reporting person (see instructions): PN
CUSIP No. 103174108
(1) Names of reporting persons
Atalaya Capital Management LP
(2) Check the appropriate box if a member of a group
(a) [ ]
(b) [ ]
(see instructions)
(3) SEC use only
(4) Source of funds (see instructions): IA, PN
(5) Check if disclosure of legal proceedings is required pursuant to
Items 2(d) or 2(e)
(6) Citizenship or place or organization
Delaware, USA
Number of shares beneficially owned by each reporting person with:
(7) Sole voting power: 0
(8) Shared voting power: 4,822,537
(9) Sole dispositive power: 0
(10) Shared dispositive power: 4,822,537
(11) Aggregate amount beneficially owned by each reporting person: 4,822,537
(12) Check if the aggregate amount in Row (11) excludes certain
shares (see instructions)
(13) Percent of class represented by amount in Row (11): 6.7%
(14) Type of reporting person (see instructions): IA, PN
This Amendment No. 2 ("Amendment No. 2") amends and supplements
the Schedule 13D filed on December 15, 2021, as amended and supplemented
on the Schedule 13D/A filed on August 15, 2022 (the "Original Schedule
13D"). The Original Schedule 13D, its subsequent amendments, and this
Amendment No. 2 are collectively referred to herein as the "Schedule 13D".
Capitalized terms used but not defined in this Amendment No. 2 shall have
the meanings given to them in the Original Schedule 13D. The Original
Schedule 13D remains in full force and effect, except as specifically
amended by this Amendment No. 2.
The class of equity security to which this amendment to Schedule
13D relates is the common stock, par value $0.0001 per share (the
"Common Stock"), of Boxed, Inc., a Delaware corporation (the "Issuer"),
formerly known as Seven Oaks Acquisition Corp. The address of the
principal executive offices of the Issuer is 451 Broadway, Floor 2,
New York, NY 10013. Information given in response to each item shall be
deemed incorporated by reference in all other items, as applicable.
Item 5. Interest in Securities of the Issuer.
Items 5(a)-(b) of the Schedule 13D are hereby amended and
restated in their entirety and item 5(c) of the Schedule 13D is
amended and supplemented as follows:
(a)-(b) The responses of the Reporting Persons with respect to
Rows 7 through 13 of the respective cover pages of the individual
Reporting Persons to this Schedule 13D are incorporated herein by
reference.
The Reporting Persons' aggregate percentage of beneficial
ownership is approximately 6.7% of the outstanding shares of the Common
Stock. Calculations of the percentage of the shares of Common Stock
beneficially owned assumes 72,494,532 shares of Common Stock
outstanding, based on information included in the Issuer's Current
Report on Form 10-Q filed on August 9, 2022 and includes the 10,000
shares of Common Stock issuable upon the exercise of warrants held of
record by ASPIF.
ARRT may be deemed to have beneficial ownership of 4,812,537 shares
of Common Stock. ASPIF may be deemed to have beneficial ownership of
10,000 shares of Common Stock underlying warrants exercisable within
60 days. ACM may be deemed to beneficially own 4,822,537 shares of Common
Stock, including 10,000 shares of Common Stock underlying warrants
exercisable within 60 days.
ARRT:
(i) Amount beneficially owned: 4,812,537
(ii) Percent of Class: 6.6%
(iii) Sole power to vote or to direct the vote: 0
(iv) Shared power to vote or to direct the vote: 4,812,537
(v) Sole power to dispose or to direct the disposition of: 0
(vi) Shared power to dispose or to direct the disposition of: 4,812,537
ASPIF:
(i) Amount beneficially owned: 10,000
(ii) Percent of Class: 0.0%
(iii) Sole power to vote or to direct the vote: 0
(iv) Shared power to vote or to direct the vote: 10,000
(v) Sole power to dispose or to direct the disposition of: 0
(vi) Shared power to dispose or to direct the disposition of: 10,000
ACM:
(i) Amount beneficially owned: 4,822,537
(ii) Percent of Class: 6.7%
(iii) Sole power to vote or to direct the vote: 0
(iv) Shared power to vote or to direct the vote: 4,822,537
(v) Sole power to dispose or to direct the disposition of: 0
(vi) Shared power to dispose or to direct the disposition of: 4,822,537
Each of the Reporting Persons expressly disclaims beneficial
ownership of all of the shares of Common Stock included in this Schedule
13D, other than the shares of Common Stock held of record by such Reporting
Person, and the filing of this Schedule 13D shall not be construed as an
admission that any such person is, for the purposes of sections 13(d) or
13(g) of the Exchange Act of 1934, as amended, the beneficial owner of any
securities covered by this Schedule 13D.
(c) Since August 15, 2022, the date of filing Amendment No. 1 to
the Original 13D, the Reporting Persons in aggregate effected the following
transactions of Common Stock of the Issuer, as applicable:
(i) August 16, 2022, sold 180,796 shares in an open market transaction
at a price of $1.5872 per share;
(ii) August 17, 2022, sold 211,222 shares in an open market transaction
at a price of $1.4836 per share;
(iii) August 18, 2022, sold 158,003 shares in an open market transaction
at a price of $1.3747 per share;
(iv) August 19, 2022, sold 163,172 shares in an open market transaction
at a price of $1.3085 per share;
(v) August 22, 2022, sold 234,384 shares in an open market transaction
at a price of $1.2356 per share;
Item 7. Materials to be Filed as Exhibits.
Exhibit No. Description
Exhibit I Joint Filing Agreement by and among the Reporting Persons.
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
undersigned, such person certifies that the information set forth in this
Statement with respect to such person is true, complete and correct.
Dated: August 23, 2022
ACM ARRT VII D LLC
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
Atalaya Special Purpose Investment Fund LP
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
Atalaya Capital Management LP
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
EXHIBIT I
JOINT FILING AGREEMENT
This will confirm the agreement by and among the undersigned that
the Schedule 13D filed with the Securities and Exchange Commission on or
about the date hereof with respect to the beneficial ownership by the
undersigned of the Common Stock, par value $0.0001 per share, of Boxed,
Inc., a Delaware corporation, is being filed and all amendments thereto
will be filed, on behalf of each of the persons and entities named below
in accordance with Rule 13d-1(k) under the Securities Exchange Act of
1934, as amended. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
Dated: August 23, 2022
ACM ARRT VII D LLC
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
Atalaya Special Purpose Investment Fund LP
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
Atalaya Capital Management LP
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory