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 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 | ||||||
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) | |||||||||||||||
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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 | (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 | |
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. |