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
                                                                                  
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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)

__X__ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

451 BROADWAY		 3. Date of Earliest Transaction (MM/DD/YYYY)

1/21/2022
(Street)

NEW YORK, NY 10022
(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 1/21/2022  J  1396321 A (1)1416321 D  
Common stock 1/21/2022  J  5120300 D (2)82000 I By Seven Oaks Sponsor LLC (3)

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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Private Placement Warrants $11.5 1/21/2022  J     5587500   (4) (4)Common stock 5587500  (1)0 I By Seven Oaks Sponsor LLC (3)
Private Placement Warrants $11.5 1/21/2022  J   330000     (4) (4)Common stock 330000  (2)330000 D  
Explanation of Responses:
(1) Seven Oaks Sponsor LLC distributed these securities to its members on a pro rata basis, for no consideration.
(2) Pro rata distribution from Seven Oaks Sponsor LLC, of which the Reporting Person has voting and investment control.
(3) 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.
(4) The Private Placement Warrants were purchased by Seven Oaks Sponsor LLC concurrently with the closing of the initial public offering of Seven Oaks Acquisition Corp., predecessor to the Registrant. Each Private Placement Warrant is exercisable for one share of common stock of the Registrant at an exercise price of $11.50 per share of common stock, subject to certain adjustments. The Private Placement Warrants expire on December 8, 2026 or earlier upon redemption or liquidation.

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
Director10% OwnerOfficerOther
MATTHEWS GARY S
451 BROADWAY
NEW YORK, NY 10022		XX

Seven Oaks Sponsor LLC
445 PARK AVENUE, 17TH FLOOR
NEW YORK, NY 10022
X
Signatures
/s/ Gary S. Matthews1/25/2022
**Signature of Reporting PersonDate

/s/ Gary S. Matthews, Manager of Seven Oaks Sponsor LLC1/25/2022
**Signature of Reporting PersonDate
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