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