Kevin Wirges Form 4 CareMax / Kevin Wirges 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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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^*

Wirges Kevin

(Last) (First) (Middle)

C/O CAREMAX, INC. 1000 NW 57 COURT

SUITE 400

(Street)

MIAMI FL 33126

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CareMax, Inc. [ CMAX ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, Treasurer and CFO

3. Date of Earliest Transaction (Month/Day/Year)
09/14/2021

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	09/14/2021		J(1)		25,629	A	(1)	146,080	I	See footnote(2)
Class A Common Stock	11/11/2022		M		4,434	A	(3)	150,514(4)	D

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
Restricted Stock Units	(5)	11/11/2022		M			4,434(3)	(6)	(6)	Class A Common Stock	4,434(3)	$0.00	8,866	D

Explanation of Responses:

1. Pursuant to that certain Business Combination Agreement, dated December 18, 2020 (the "Business Combination Agreement"), by and among CareMax, Inc. (the "Issuer"), CareMax Medical Group, L.L.C. ("CMG"), and the other parties thereto, upon the closing of the transactions set forth in the Business Combination Agreement on June 8, 2021 (the "Closing"), IMC Holdings, L.P. became entitled to receive shares of the Issuer's Class A common stock ("Earnout Shares") if certain conditions set forth in the Business Combination Agreement were satisfied within either the first or second year after the Closing (the "Triggering Events"). The conditions for the first Triggering Event were fully satisfied on September 14, 2021, resulting in Earnout Shares becoming issuable to IMC Holdings, L.P., 25,629 of which the reporting person had a pecuniary interest in.

2. Shares held by IMC Holdings, L.P. Mr. Wirges had a pecuniary interest in the shares reported above until such shares were transferred to the reporting person. The reporting person disclaims beneficial ownership of any other shares held by IMC Holdings, L.P.

3. On November 11, 2022, the reporting person received shares of common stock of the issuer in settlement of restricted stock units, which vested on October 29, 2022.

4. Includes the transfer to the reporting person of 146,080 shares previously reported as held indirectly by IMC Holdings, L.P.

5. Restricted Stock Units convert into common stock on a one-for-one basis.

6. On October 29, 2021, the reporting person was granted 13,300 restricted stock units, vesting in three equal installments on October 29, 2022, June 8, 2023, and June 8, 2024.

Remarks:

	/s/ Meredith Longsworth, Esq., as attorney-in-fact for Kevin Wirges	11/15/2022
	** 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).
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