Sec Form 3 Filing - Richards C Marc @ MEDNAX, INC. - 2020-10-01

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 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 2. Issuer Name and Ticker or Trading Symbol MEDNAX, INC. [ MD] 5. 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 (Last) (First) (Middle) 1301 CONCORD TERRACE 3. Date of Earliest Transaction (MM/DD/YY) 10/01/2020 (Street) SUNRISE, FL33323 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Common Stock 23,498 ( 1 ) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 Employee Stock Options (right to buy) $ 16.14 09/26/2021( 2 ) 12/26/2023( 2 ) Common Stock 192,400 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Richards C Marc 1301 CONCORD TERRACE SUNRISE, FL33323 EVP, Chief Financial Officer Signatures /s/ Dominic J. Andreano, Attorney-in-Fact 10/02/2020 Signature of Reporting Person Date

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

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).

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