Deerfield Mgmt Form 4 Deerfield Healthcare Technology Acquisitions / MANAGEMENT COMPANY, L.P. ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

1. Name and Address of Reporting Person^*

Flynn James E

(Last) (First) (Middle)

345 PARK AVENUE SOUTH, 12TH FLOOR

(Street)

NEW YORK NY 10010

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Deerfield Healthcare Technology Acquisitions Corp. [ CMAX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
Director by Deputization

3. Date of Earliest Transaction (Month/Day/Year)
06/08/2021

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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
Class A common stock	06/08/2021		A(1)		9,600,000	A	$10	12,960,000	I	Through Deerfield Partners, L.P.(2)(3)
Class A common stock	06/08/2021		A(4)		400,000	A	$10	400,000	I	Through DFHTA Sponsor LLC(2)(3)
Class A common stock	06/08/2021		M(5)		3,368,750	A	$0	3,768,750	I	Through DFHTA Sponsor LLC(2)(3)
Class A common stock	06/08/2021		M(5)(6)		50,000	A	$0	50,000	I	Through Deerfield Management Company, L.P.(2)(3)(6)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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
Class B common stock	(5)	06/08/2021		M(5)			3,368,750	(5)	(5)	Class A common stock	3,368,750	(5)	0	I	Through DFHTA Sponsor LLC(2)(3)
Class B common stock	(5)	06/08/2021		M(5)			50,000	(5)	(5)	Class A common stock	50,000	(5)	0	I	Through Deerfield Management Company, L.P.(2)(3)(6)
Private Placement Warrants	$11.5	06/08/2021		A(7)		2,916,667		07/21/2021	06/08/2026	Class A common stock	2,916,667	$0	2,916,667	I	Through DFHTA Sponsor LLC(2)(3)
Public Warrants	$11.5	06/08/2021		J(8)		672,000		07/21/2021	06/08/2026	Class A common stock	672,000	$0	672,000	I	Through Deerfield Partners, L.P.(2)(3)

1. Name and Address of Reporting Person^*

Flynn James E

(Last) (First) (Middle)

345 PARK AVENUE SOUTH, 12TH FLOOR

(Street)

NEW YORK NY 10010

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C)

(Last) (First) (Middle)

345 PARK AVENUE SOUTH, 12TH FLOOR

(Street)

NEW YORK NY 10010

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Deerfield Mgmt L.P.

(Last) (First) (Middle)

345 PARK AVENUE SOUTH, 12TH FLOOR

(Street)

NEW YORK NY 10010

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

DEERFIELD PARTNERS, L.P.

(Last) (First) (Middle)

345 PARK AVENUE SOUTH, 12TH FLOOR

(Street)

NEW YORK NY 10010

(City) (State) (Zip)

Explanation of Responses:

1. On June 8, 2021, immediately prior to, and conditioned upon the consummation of, CareMax, Inc.'s (formerly known as Deerfield Healthcare Technology Acquisitions Corp.) (the "Issuer") business combination with CareMax Medical Group, LLC and IMC Medical Group Holdings, LLC (the "Business Combination"), Deerfield Partners, L.P. ("Deerfield Partners") acquired from the Issuer 9,600,000 shares of Class A common stock of the Issuer.

2. This Form 4 is being filed by the parties listed on the Joint Filer Information Statement attached as an exhibit hereto. Deerfield Partners holds a membership interest in DFHTA Sponsor LLC (the "Sponsor"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners. Deerfield Management Company, L.P. ("Deerfield Management") is the investment manager of Deerfield Partners. James E. Flynn is the sole member of the general partner of each of Deerfield Management and Deerfield Mgmt, L.P. Steven Hochberg, a partner in Deerfield Management, previously served as chief executive officer of the Issuer and, until immediately following consummation of the Business Combination, a member of the Issuer's board of directors.

3. In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by Deerfield Management, Deerfield Partners and the Sponsor is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.

4. On June 8, 2021, immediately prior to, and conditioned upon the consummation of, the Business Combination, the Sponsor acquired from the Issuer 400,000 shares of Class A common stock of the Issuer.

5. In connection with the closing of the Business Combination, each share of the Issuer's Class B common stock automatically converted into one share of the Issuer's Class A common stock.

6. The Class A common stock owned directly by Steven Hochberg and reported herein is held for the benefit, and at the direction, of Deerfield Management.

7. The Sponsor acquired the Private Placement Warrants from the Issuer in connection with the Issuer's initial public offering on July 21, 2020. As a result of the closing of the Business Combination, the Private Placement Warrants will become exercisable as of the date that is 12 months after the closing of the Issuer's initial public offering (i.e., July 21, 2021). The Private Placement Warrants will expire on June 8, 2026 or earlier upon redemption or liquidation.

8. Deerfield Partners acquired the Public Warrants in the Issuer's initial public offering on July 21, 2020. As a result of the closing of the Business Combination, the Public Warrants will become exercisable as of the date that is 12 months after the closing of the Issuer's initial public offering (i.e., July 21, 2021). The Public Warrants will expire on June 8, 2026 or earlier upon redemption or liquidation.

Remarks:

Jonathan Isler, Attorney-in-Fact: Power of Attorney, which is hereby incorporated by reference to Exhibit 24 to a Form 3 with regard to Proteon Therapeutics, Inc. filed with the Securities and Exchange Commission on August 4, 2017 by Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P., Deerfield International Master Fund, L.P., Deerfield Private Design Fund III, L.P., Deerfield Private Design Fund IV, L.P., Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P., Deerfield Mgmt IV, L.P., Deerfield Management Company, L.P., and James E. Flynn.

	/s/ Jonathan Isler, Attorney-in-Fact	06/10/2021
	** Signature of Reporting Person	Date
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