Sec Form 4 Filing - CARELLA THOMAS J. @ SOC Telemed, Inc. - 2020-10-30

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FORM 4
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
CARELLA THOMAS J.
2. Issuer Name and Ticker or Trading Symbol
SOC Telemed, Inc. [ TLMD]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O SOC TELEMED, INC., 1768 BUSINESS CENTER DRIVE, SUITE 100
3. Date of Earliest Transaction (MM/DD/YY)
10/30/2020
(Street)
RESTON, VA20190
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 10/30/2020 A 24,983 A 24,983 D
Common Stock 10/30/2020 A 7,221 A 32,204 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
Stock Options $ 2.48 10/30/2020 A 22,078 ( 3 ) 05/10/2027 Common Stock 22,078 ( 4 ) 22,078 D
Stock Options $ 4.95 10/30/2020 A 9,462 ( 3 ) 05/10/2027 Common Stock 9,462 ( 5 ) 9,462 D
Stock Options $ 2.48 10/30/2020 A 18,398 ( 6 ) 05/10/2027 Common Stock 18,398 ( 7 ) 18,398 D
Stock Options $ 4.95 10/30/2020 A 7,885 ( 6 ) 05/10/2027 Common Stock 7,885 ( 8 ) 7,885 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CARELLA THOMAS J.
C/O SOC TELEMED, INC.
1768 BUSINESS CENTER DRIVE, SUITE 100
RESTON, VA20190
X
Signatures
/s/ Eunice Kim, as Attorney-in-Fact 11/03/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Received in connection with the Issuer's business combination (the "Business Combination") with Specialists On Call, Inc. ("Legacy SOC Telemed") in accordance with the terms of the Agreement and Plan of Merger dated as of July 29, 2020, among the Issuer (f/k/a Healthcare Merger Corp.), Sabre Merger Sub I, Inc., Sabre Merger Sub II, LLC and Legacy SOC Telemed, in exchange for options to acquire 81,843 shares of common stock of Legacy SOC Telemed for $1.00 per share.
( 2 )Received in connection with the Business Combination in exchange for options to acquire 35,076 shares of common stock of Legacy SOC Telemed for $2.00 per share.
( 3 )The stock option vested and became exercisable as to 1/5th of the total number of shares on May 10, 2018 and thereafter vested and will continue to vest and become exercisable as to 1/5th of the total number of shares in equal annual installments, subject to the continuous service of the Reporting Person on each vesting date.
( 4 )Received in connection with the Business Combination in exchange for options to acquire 54,562 shares of common stock of Legacy SOC Telemed for $1.00 per share.
( 5 )Received in connection with the Business Combination in exchange for options to acquire 23,383 shares of common stock of Legacy SOC Telemed for $2.00 per share.
( 6 )The stock option will vest and become exercisable in full in the event of a change in control of the Issuer, subject to the continuous service of the Reporting Person on such vesting date.
( 7 )Received in connection with the Business Combination in exchange for options to acquire 45,468 shares of common stock of Legacy SOC Telemed for $1.00 per share.
( 8 )Received in connection with the Business Combination in exchange for options to acquire 19,486 shares of common stock of Legacy SOC Telemed for $2.00 per share.

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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