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*
(Street)
| 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)
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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)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | 400,000 | A | $10 | 400,000 | I(2) | Through DFHTA Sponsor LLC | ||
Class A common stock | 06/08/2021 | M(3) | 50,000 | A | $0 | 50,000 | D(4) | |||
Class A common stock | 06/08/2021 | M(3) | 3,368,750 | A | $0 | 3,768,750 | I(2) | Through DFHTA Sponsor LLC |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | (3) | 06/08/2021 | M(3) | 50,000 | (3) | (3) | Class A common stock | 50,000 | (3) | 0 | D(4) | ||||
Class B common stock | (3) | 06/08/2021 | M(3) | 3,368,750 | (3) | (3) | Class A common stock | 3,368,750 | (3) | 0 | I(2) | Through DFHTA Sponsor LLC | |||
Private Placement Warrants | $11.5 | 06/08/2021 | A(5) | 2,916,667 | 07/21/2021 | 06/08/2026 | Class A common stock | 2,916,667 | $0 | 2,916,667 | I(2) | Through DFHTA Sponsor LLC |
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"), DFHTA Sponsor LLC acquired from the Issuer 400,000 shares of Class A common stock of the Issuer. |
2. DFHTA Sponsor LLC is the record holder of the shares held indirectly by the Reporting Person. Mr. Hochberg is a manager of DFHTA Sponsor LLC and shares voting and investment discretion with respect to the common stock held of record by DFHTA Sponsor LLC. Mr. Hochberg disclaims any beneficial ownership of the securities held by DFHTA Sponsor LLC other than to the extent of any pecuniary interest he may have therein, directly or indirectly. Mr. Hochberg 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 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. |
4. The Reporting Person, a partner in Deerfield Management Company, L.P., has no pecuniary interest in the securities reported herein and disclaims beneficial ownership of such securities. The Reporting Person holds the securities for the benefit, and at the direction, of Deerfield Management Company, L.P. |
5. DFHTA Sponsor LLC 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. |
/s/ Steven Hochberg | 06/10/2021 | |
** 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 4 (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. |