SEC Form 3
| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 09/27/2020 | 3. Issuer Name and Ticker or Trading Symbol MEDNAX, INC. [ MD ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. 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 Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 53,358(1) | D | |
| Common Stock | 16,279(2) | D | |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Employee Stock Option (right to buy) | 09/26/2021(3) | 12/26/2023(3) | Common Stock | 144,000 | 16.14 | D | |
| Explanation of Responses: |
| 1. Includes an aggregate of 480 shares of the Issuer's common stock ("Common Stock") acquired to date under the Issuer's 1996 Non-Qualified Employee Stock Purchase Plan, as amended. Also includes an aggregate of 44,663 restricted shares of Common Stock granted pursuant to the Issuer's Amended and Restated 2008 Incentive Compensation Plan (the "2008 Plan"), of which (i) 10,201 shares will vest on March 1, 2021, (ii) 1,934 shares will vest on March 1, 2022, (iii) 16,264 shares will vest on September 26, 2022 and (iv) 16,264 shares will vest on September 26, 2023, in each case subject to the terms of the 2008 Plan. |
| 2. Restricted shares of Common Stock granted pursuant to the 2008 Plan in connection with annual equity award. The number of shares being reported represents the "target" number of restricted shares and does not include the right of the reporting person to receive up to 4,070 additional shares based on the achievement of certain performance-based criteria for the twelve months ending December 31, 2020. The actual number of shares earned could be less than or greater than the target number, depending on the level of performance achieved, and all of the restricted shares granted are subject to forfeiture if minimum levels of performance are not met. Any restricted shares earned will not vest any earlier than in three equal installments on March 1, 2021, March 1, 2022 and March 1, 2023, subject to the terms of the 2008 Plan. |
| 3. Option to purchase shares of Common Stock granted pursuant to the 2008 Plan that vests as follows: (A) 46,000 shares are exercisable if and when the Common Stock price closes at $22 per share (or above) for any 40 consecutive trading days before the third anniversary of the grant date ("Performance End Date"); (B) 47,500 shares are exercisable if and when the Common Stock price closes at $25 per share (or above) for any 40 consecutive trading days before the Performance End Date; and (C) 50,500 of the option shares are exercisable if and when the Common Stock price closes at $29 per share (or above) for any 40 consecutive trading days before the Performance End Date; provided, that no option shares will vest prior to the one-year anniversary of the grant date. |
| Remarks: |
| Exhibit 24 - Power of Attorney |
| /s/ Dominic J. Andreano, Attorney-in-Fact | 09/29/2020 | |
| ** 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 5 (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. | ||