Sec Form 4 Filing - Kalix John W. @ SOC Telemed, Inc. - 2021-02-16

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 Kalix John W. 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 X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O SOC TELEMED, INC., 1768 BUSINESS CENTER DRIVE, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 02/16/2021 (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 Class A Common Stock 02/16/2021 A 1,415,093 ( 1 ) ( 2 ) A $ 0 1,415,093 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 Performance-based Restricted Stock Units ( 3 ) ( 4 ) 02/16/2021 A 943,396 ( 3 )( 4 ) 08/15/2024 Class A Common Stock 943,396 $ 0 943,396 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kalix John W. C/O SOC TELEMED, INC. 1768 BUSINESS CENTER DRIVE, SUITE 100 RESTON, VA20190 X Chief Executive Officer Signatures /s/ Eunice Kim, as Attorney-in-Fact 02/18/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents restricted stock units (each, an "RSU"), each of which represents a contingent right to receive one share of the Issuer's Class A Common Stock, of which 1/4th will vest on August 15 of each of 2021, 2022, 2023 and 2024, respectively, subject to the continuous service of the Reporting Person on each vesting date. In the event of a prior (x) involuntary termination other than for cause, death or disability, or (y) resignation for good reason, the RSUs will vest on a prorated basis based on the portion that would have vested over the one-year period following such separation. (continued in footnote 2) ( 2 )(continued from footnote 1) Notwithstanding the foregoing, the RSUs (including any PRSUs (as defined below) that have converted to time-based vesting) will automatically vest in full in the event of (x) an involuntary termination other than for cause, death or disability or (y) resignation for good reason, in either case within either one month prior to and in connection with, or the twelve months following, a change in control of the Issuer. ( 3 )Each performance-based restricted stock unit ("PRSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock. The PRSUs generally vest in four equal installments on August 15, 2021, and February 15 of each of 2022, 2023 and 2024, respectively, provided that the applicable performance goal has been achieved by such date (and, if not, on the date the applicable performance goal is subsequently achieved), and are subject to the continuous service of the Reporting Person through the applicable vesting date. The applicable performance goal for each tranche will be satisfied if the Issuer's Class A Common Stock achieves a specified per share closing market price for such tranche for at least 20 trading days during any 30 consecutive day period from the date of grant. (continued in footnote 4) ( 4 )(continued from footnote 3) If the applicable performance goals have not been achieved by August 15, 2024, all unvested PRSUs will be forfeited. In the event of a prior (x) involuntary termination other than for cause, death or disability, or (y) resignation for good reason, any PRSUs that have been earned but not vested will automatically vest. Upon a change in control of the Issuer, any unearned and unvested PRSUs will convert to time-based vesting, with the time-based vesting dates being the earliest performance-based vesting dates applicable to each tranche, subject to the continuous service of the Reporting Person on each such vesting 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).

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