Statement of Changes in Beneficial Ownership (4)
November 15 2022 - 6:39PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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
*
Wirges Kevin |
2. Issuer Name and Ticker or Trading Symbol
CareMax, Inc.
[
CMAX
]
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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 |
(Last)
(First)
(Middle)
C/O CAREMAX, INC. 1000 NW 57 COURT, SUITE 400 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/14/2021 |
(Street)
MIAMI, FL 33126
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 9/14/2021 | | J(1) | | 25629 | A | (1) | 146080 | I | See footnote (2) |
Class A Common Stock | 11/11/2022 | | M | | 4434 | A | (3) | 150514 (4) | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 | | | 4434 (3) | (6) | (6) | Class A Common Stock | 4434 (3) | $0.00 | 8866 | 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Wirges Kevin C/O CAREMAX, INC. 1000 NW 57 COURT SUITE 400 MIAMI, FL 33126 |
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| EVP, Treasurer and CFO |
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Signatures
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/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). |
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 control number. |
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