| 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 SOC Telemed, Inc. [ TLMD ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 10/30/2020 | ||||||||||||||||||||||||||
| 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 | ||||||
| Common Stock | 10/30/2020 | A | 337,112 | A | (1) | 337,112 | D | |||
| Common Stock | 10/30/2020 | A | 120,954 | A | (2) | 458,066 | D | |||
| 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 | ||||||||
| Stock Options | $2.48 | 10/30/2020 | A | 395,578 | (3) | 06/07/2028 | Common Stock | 395,578 | (4) | 395,578 | D | ||||
| Stock Options | $3.71 | 10/30/2020 | A | 169,533 | (3) | 06/07/2028 | Common Stock | 169,533 | (5) | 169,533 | D | ||||
| Explanation of Responses: |
| 1. Received in connection with the Issuer's business combination (the "Business Combination") with Specialists On Call, Inc. ("Legacy SOC Telemed") in accordance with the terms of the Agreement and Plan of Merger dated as of July 29, 2020, among the Issuer (f/k/a Healthcare Merger Corp.), Sabre Merger Sub I, Inc., Sabre Merger Sub II, LLC and Legacy SOC Telemed, in exchange for options to acquire 1,955,129 shares of common stock of Legacy SOC Telemed for $1.00 per share. |
| 2. Received in connection with the Business Combination in exchange for options to acquire 837,913 shares of common stock of Legacy SOC Telemed for $1.50 per share. |
| 3. The stock option will vest and become exercisable in full on November 15, 2021, subject to the continuous service of the Reporting Person on such vesting date. |
| 4. Received in connection with the Business Combination in exchange for options to acquire 977,565 shares of common stock of Legacy SOC Telemed for $1.00 per share. |
| 5. Received in connection with the Business Combination in exchange for options to acquire 418,956 shares of common stock of Legacy SOC Telemed for $1.50 per share. |
| Remarks: |
| /s/ Eunice Kim, as Attorney-in-Fact | 11/03/2020 | |
| ** 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. | ||
