SEC Form 3: New insider Atalaya Capital Management Lp claimed ownership of 6,504,768 shares
$SVOK
Finance
| 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 12/06/2021 |
3. Issuer Name and Ticker or Trading Symbol
Boxed, Inc. [ BOXD ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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) |
| Common Stock | 6,504,768(1) | I | By ACM ARRT D VII LLC(2) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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 | ||||
| Warrants | (3) | (3) | Common Stock | 10,000 | 11.5 | I | By Atalaya Special Purpose Investment Fund LP(4) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. ACM ARRT VII D LLC ("ARRT") acquired shares of Class A Common Stock, par value $0.0001 per share, of Seven Oaks Acquisition Corp., prior to the closing of the Issuer's Business Combination on December 8, 2021. Following the Issuer's Business Combination, the Class A Common Stock were converted to Common Stock, par value $0.0001 per share of the Issuer on a share-for-share basis and Seven Oaks Acquisition Corp. was renamed Boxed, Inc. |
| 2. Atalaya Capital Management LP ("ACM") is the investment manager of ARRT. ACM disclaims beneficial ownership over such shares except to the extent of its pecuniary interest therein, if any. |
| 3. The warrants will become exercisable commencing on the later of 12 months from the closing of Seven Oaks Acquisition Corp's initial public offering or 30 days after the completion of the Issuer's initial business combination, and will expire five years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation. |
| 4. ACM is the investment manager of Atalaya Special Purpose Investment Fund LP ("ASPIF"). ACM disclaims beneficial ownership over the securities held of record by ASPIF except to the extent of its pecuniary interest therein, if any. |
| Atalaya Capital Management LP By: /s/ Drew Phillips, Authorized Signatory | 12/15/2021 | |
| ACM ARRT VII D LLC By: /s/ Drew Phillips, Authorized Signatory | 12/15/2021 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||