Sec Form 13D Filing - WARBURG PINCUS & CO. filing for SOC Telemed Inc. (TLMD) - 2021-06-03

Explanatory Note

This Amendment No. 2 (this “Amendment”) amends and supplements the Schedule 13D originally filed with the U.S. Securities and Exchange Commission (the “Commission”) on November 10, 2020 (as amended and supplemented through the date of this Amendment, the “Schedule 13D”), and is being filed jointly on behalf of: (i) SOC Holdings LLC, a Delaware limited liability company (“SOC Holdings”), (ii) WPXI Finance, LP, a Delaware limited partnership (“WPXIF”), (iii) WPXI GP, L.P., a Delaware limited partnership (“WPXIF GP”), (iv) Warburg Pincus Private Equity XI, L.P., a Delaware limited partnership (“WPXI”), (v) Warburg Pincus XI Partners, L.P., a Delaware limited partnership (“WPXI Partners”), (vi) Warburg Pincus XI, L.P., a Delaware limited partnership (“WP XI GP”), (vii) WP Global LLC, a Delaware limited liability company (“WP Global”), (viii) Warburg Pincus Partners II, L.P., a Delaware limited partnership (“WPP II”), (ix) Warburg Pincus Partners GP LLC, a Delaware limited liability company (“WPP GP LLC”), (x) Warburg Pincus & Co. (“WP”), a New York general partnership and (xi) Warburg Pincus LLC, a New York limited liability company (“WP LLC”). This Amendment relates to the Class A common stock, par value $0.0001 per share (“Class A Common Stock”), of SOC Telemed, Inc., a Delaware corporation (the “Issuer”). Unless otherwise indicated herein, each capitalized term used but not otherwise defined in this Amendment shall have the meaning ascribed to such term in the Schedule 13D. Except as specifically amended by this Amendment, the Schedule 13D is unchanged.

Item 5. Interest in Securities of the Issuer.

The first sentence of Item 5(a) and (b) of the Schedule 13D is hereby amended and restated in its entirety to read as follows:

(a) and (b) Calculations of the percentage of the shares of Class A Common Stock beneficially owned are based on a total of 98,538,904 shares of Class A Common Stock outstanding, consisting of 90,538,904 shares outstanding as of May 12, 2021, as disclosed in the Issuer’s prospectus dated May 26, 2021, filed with the Commission on May 27, 2021, as adjusted to give effect to the issuance of 8,000,000 shares at the closing on June 1, 2021, of the Issuer’s underwritten public offering (the “Offering”) to which such prospectus relates, as disclosed in the Issuer’s Current Report on Form 8-K filed with the Commission on June 1, 2021.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended by inserting the following at the end thereof:

Lock-Up Agreement

In connection with the Offering, SOC Holdings entered into a lock-up agreement (the “Lock-Up Agreement”) in favor of Credit Suisse Securities (USA) LLC, as representative of the several underwriters, pursuant to which SOC Holdings agreed not to sell or otherwise transfer any Class A Common Stock or securities convertible into, exchangeable for or exercisable for Class A Common Stock, subject to certain exceptions, for a period of 90 days after May 26, 2021, the date of the prospectus for the Offering, without the prior written consent of Credit Suisse Securities (USA) LLC.

The foregoing description of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Lock-Up Agreement, a copy of which is attached hereto as Exhibit 6 and is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

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