0001209191-22-023658.txt : 20220407
0001209191-22-023658.hdr.sgml : 20220407
20220407161520
ACCESSION NUMBER: 0001209191-22-023658
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220406
FILED AS OF DATE: 20220407
DATE AS OF CHANGE: 20220407
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: CARELLA THOMAS J.
CENTRAL INDEX KEY: 0001477767
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39160
FILM NUMBER: 22814028
MAIL ADDRESS:
STREET 1: C/O GOLDMAN, SACHS & CO.
STREET 2: 85 BROAD STREET
CITY: NEW YORK
STATE: NY
ZIP: 10004
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: SOC Telemed, Inc.
CENTRAL INDEX KEY: 0001791091
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090]
IRS NUMBER: 843131208
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 2411 DULLES CORNER PARK
STREET 2: SUITE 475
CITY: HERNDON
STATE: VA
ZIP: 20171
BUSINESS PHONE: 866-483-9690
MAIL ADDRESS:
STREET 1: 2411 DULLES CORNER PARK
STREET 2: SUITE 475
CITY: HERNDON
STATE: VA
ZIP: 20171
FORMER COMPANY:
FORMER CONFORMED NAME: Healthcare Merger Corp.
DATE OF NAME CHANGE: 20191015
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2022-04-06
1
0001791091
SOC Telemed, Inc.
TLMD
0001477767
CARELLA THOMAS J.
C/O SOC TELEMED, INC.
2411 DULLES CORNER PARK, SUITE 475
HERNDON
VA
20171
0
0
0
1
Former Director
Class A Common Stock
2022-04-06
4
D
0
90591
3.00
D
0
D
Stock Options
2.48
2022-04-06
4
D
0
40476
D
2027-05-10
Class A Common Stock
40476
0
D
On April 6, 2022, pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of February 2, 2022, by and among SOC Telemed, Inc. (the "Issuer"), Spark Parent, Inc. ("Parent") and Spark Merger Sub, Inc. ("Merger Sub"), pursuant to which Merger Sub was merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a direct, wholly owned subsidiary of Parent, each share of the Issuer's Class A Common Stock (other than certain excluded shares) outstanding as of immediately prior to the effective time of the Merger (the "Effective Time") was canceled and automatically converted into the right to receive an amount in cash equal to $3.00 (the "Merger Consideration"), without any interest thereon and subject to any applicable withholding taxes.
These stock options were fully vested as of the Effective Time. Pursuant to the Merger Agreement, each option that was vested in accordance with its terms and outstanding as of immediately prior to the Effective Time was, provided that such option had a per share exercise price less than the Merger Consideration, automatically and without any required action on the part of the holder thereof, canceled and converted into the right to receive an amount in cash, without interest, equal to (i) the total number of shares of Class A Common Stock underlying such option multiplied by (ii) the excess of (A) the Merger Consideration over (B) the per share exercise price for such option, subject to applicable withholding taxes.
/s/ Eunice Kim, as Attorney-in-Fact
2022-04-07