SEC FORM 3

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^*

Richards C Marc

(Last)

(First)

(Middle)

1301 CONCORD TERRACE

(Street)

SUNRISE

33323

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/01/2020

3. Issuer Name and Ticker or Trading Symbol
MEDNAX, INC. [ MD ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Chief Financial Officer

5. 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 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	23,498⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Employee Stock Options (right to buy)	09/26/2021⁽²⁾	12/26/2023⁽²⁾	Common Stock	192,400	$16.14	D

Explanation of Responses:

1. Represents shares of the Issuer's common stock ("Common Stock") granted pursuant to the Issuer's Amended and Restated 2008 Incentive Compensation Plan (the "2008 Plan"). Such shares are fully vested but may not be transferred until the earlier of (i) September 26, 2025 and (ii) the date of the closing of a "Change in Control" of the Issuer (as defined in the 2008 Plan), subject to certain exceptions.

2. Option to purchase shares of Common Stock granted pursuant to the 2008 Plan that vests as follows: (A) 61,500 shares are exercisable if and when the Common Stock price closes at $22 per share (or above) for any 40 consecutive trading days before September 26, 2023 ("Performance End Date"); (B) 63,500 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) 67,400 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 September 26, 2021.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Dominic J. Andreano, Attorney-in-Fact	10/02/2020
	** 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.