Statement of Changes in Beneficial Ownership (4)

FORM 4

[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

OMB APPROVAL

OMB Number:

3235-0287

Estimated average burden
hours per response...

0.5

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * MATTHEWS GARY S	2. Issuer Name and Ticker or Trading Symbol Boxed, Inc. [ BOXD ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) Chairman of the Board
(Last)          (First)          (Middle) 451 BROADWAY	3. Date of Earliest Transaction (MM/DD/YYYY) 12/8/2021
(Street) NEW YORK, NY 10013 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common stock	12/8/2021		P		20000	A	$10.00	20000	D
Common Stock	12/8/2021		S		102075	D	(1)	5202300	I	See Footnote (2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:
(1)	Pursuant to the convertible note subscription agreement, dated December 8, 2021, by and between the Issuer and XYQ US, LLC, Seven Oaks Sponsor LLC transferred 102,075 shares of Class B common stock of the Issuer to XYQ US, LLC, which automatically converted into 102,075 shares of common stock of the Issuer.
(2)	By Seven Oaks Sponsor LLC. Gary S. Matthews is a manager of Seven Oaks Sponsor LLC and shares voting and investment discretion with respect to the securities held of record by Seven Oaks Sponsor LLC. Mr. Matthews disclaims any beneficial ownership of the securities held by Seven Oaks Sponsor LLC, except to the extent of his pecuniary interest therein.

Remarks: See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of the Reporting Persons to the Issuer.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MATTHEWS GARY S 451 BROADWAY NEW YORK, NY 10013			Chairman of the Board
Seven Oaks Sponsor LLC 445 PARK AVENUE, 17TH FLOOR NEW YORK, NY 10022	X

Signatures
/s/ Gary S. Matthews		12/10/2021
**Signature of Reporting Person		Date
/s/ Gary S. Matthews, Manager of Seven Oaks Sponsor LLC		12/10/2021
**Signature of Reporting Person		Date