Sec Form 4 Filing - HCMC Sponsor LLC @ SOC Telemed, Inc. - 2020-10-30

Insider filing report for Changes in Beneficial Ownership
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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
HCMC Sponsor LLC
2. Issuer Name and Ticker or Trading Symbol
SOC Telemed, Inc. [ TLMD]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
623 FIFTH AVENUE, 14TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
10/30/2020
(Street)
NEW YORK, NY10022
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 10/30/2020 C 4,375,000 ( 2 ) A 5,075,000 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
Class B Common Stock ( 1 ) 10/30/2020 J( 1 ) 1,875,000 ( 1 ) ( 1 ) Class A Common Stock 1,875,000 ( 1 ) 4,375,000 D
Class B Common Stock ( 2 ) 10/30/2020 C( 2 ) 4,375,000 ( 2 ) ( 2 ) Class A Common Stock 4,375,000 ( 2 ) 0 D
Warrants ( 3 ) 10/30/2020 J( 3 ) 350,000 12/17/2020 ( 3 ) Class A Common Stock 350,000 ( 3 ) 350,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HCMC Sponsor LLC
623 FIFTH AVENUE, 14TH FLOOR
NEW YORK, NY10022
X
Signatures
/s/ HCMC Sponsor LLC /s/ Steven J. Shulman, Authorized Person 11/03/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Immediately prior to the consummation of the Issuer's business combination with Specialists On Call, Inc. on October 30, 2020 (the "Business Combination"), 1,875,000 shares of Class B common stock of the Issuer directly held by the Sponsor were cancelled for no consideration, pursuant to that certain Agreement and Plan of Merger and that certain Sponsor Agreement, each dated as of July 29, 2020.
( 2 )Upon the consummation of the Business Combination, each issued and outstanding share of Class B common stock of the Issuer automatically converted into one share of Class A common stock of the Issuer, pursuant to the Issuer's certificate of incorporation in effect prior to the Business Combination.
( 3 )These warrants underlie units consisting of one share of Class A common stock and one-half of one warrant, which were purchased by the Reporting Person for $10.00 per unit on December 17, 2019, pursuant to a unit subscription agreement by and between the Sponsor and the Issuer. The Reporting Person acquired beneficial ownership of the warrants in connection with the consummation of the Business Combination on October 30, 2020. Each whole warrant is exercisable to purchase one share of Class A common stock, subject to adjustment pursuant to the terms of the warrants. The warrants become exercisable on December 17, 2020 and expire at 5:00 p.m., New York City time, on October 30, 2025, or earlier upon their redemption or the liquidation of the Issuer pursuant to the terms of the warrants.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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