SOC Telemed (TLMD) Form 4 SOC Telemed / Charles J. Ditkoff 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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X

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^*

Ditkoff Charles J.

(Last) (First) (Middle)

C/O HCMC SPONSOR LLC

623 FIFTH AVENUE, 14TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SOC Telemed, Inc. [ TLMD ]

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Former President

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)

X	Form filed by One Reporting Person
	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	10/30/2020		M		4,375,000(3)	A	(3)	5,075,000	I	See Footnote(1)

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	(2)	10/30/2020		D(2)			1,875,000	(2)	(2)	Class A Common Stock	1,875,000	(2)	4,375,000	I	See Footnote(1)
Class B Common Stock	(3)	10/30/2020		M(3)			4,375,000	(3)	(3)	Class A Common Stock	4,375,000	(3)	0	I	See Footnote(1)
Warrants	(4)	10/30/2020		A(4)		350,000		12/17/2020	(4)	Class A Common Stock	350,000	(4)	350,000	I	See Footnote(1)

Explanation of Responses:

1. Charles J. Ditkoff resigned as President and a director of the Issuer in connection with the consummation of the Issuer's business combination with Specialists On Call, Inc. on October 30, 2020 (the "Business Combination"). Mr. Ditkoff is a managing member of HCMC Sponsor LLC (the "Sponsor") and has voting and investment discretion with respect to the securities held by the Sponsor. As such, he may be deemed to share beneficial ownership of the securities held directly by the Sponsor. Mr. Ditkoff disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

2. Immediately prior to the consummation of the Business Combination, 1,875,000 shares of Class B common stock of the Issuer directly held by the Sponsor were cancelled for no consideration, pursuant to that certain Agreement and Plan of Merger and that certain Sponsor Agreement, each dated as of July 29, 2020.

3. Upon the consummation of the Business Combination, each issued and outstanding share of Class B common stock of the Issuer automatically converted into one share of Class A common stock of the Issuer pursuant to the Issuer's certificate of incorporation in effect prior to the Business Combination.

4. These warrants underlie units consisting of one share of Class A common stock and one-half of one warrant, which were purchased by the Sponsor for $10.00 per unit on December 17, 2019, pursuant to a unit subscription agreement by and between the Sponsor and the Issuer. The Reporting Person acquired indirect beneficial ownership of the warrants in connection with the consummation of the Business Combination on October 30, 2020. Each whole warrant is exercisable to purchase one share of Class A common stock, subject to adjustment pursuant to the terms of the warrants. The warrants become exercisable on December 17, 2020 and expire at 5:00 p.m., New York City time, on October 30, 2025, or earlier upon their redemption or the liquidation of the Issuer pursuant to the terms of the warrants.

	/s/ Charles J. Ditkoff	11/03/2020
	** Signature of Reporting Person	Date
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