Sec Form 3 Filing - WARBURG PINCUS & CO. @ SOC Telemed, Inc. - 2020-10-30

Insider filing report for Changes in Beneficial Ownership
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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
WARBURG PINCUS & CO.
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 X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
450 LEXINGTON AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
10/30/2020
(Street)
NEW YORK, NY10017
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 33,874,965 ( 1 ) ( 2 ) I See Footnotes ( 3 ) ( 4 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
WARBURG PINCUS & CO.
450 LEXINGTON AVENUE
NEW YORK, NY10017
X X
WARBURG PINCUS LLC
450 LEXINGTON AVENUE
NEW YORK,, NY10017
X X
Signatures
See Exhibit 99.1 11/09/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to an Agreement and Plan of Merger, dated as of July 29, 2020 (the "Merger Agreement"), by and among Healthcare Merger Corp. ("HCMC"), Sabre Merger Sub I, Inc. ("First Merger Sub"), a wholly owned subsidiary of HCMC, Sabre Merger Sub II, LLC ("Second Merger Sub"), a wholly owned subsidiary of HCMC, and Specialists On Call, Inc. ("Legacy SOC Telemed"), pursuant to which First Merger Sub merged with and into Legacy SOC Telemed, with Legacy SOC Telemed being the surviving corporation, immediately followed by Legacy SOC Telemed merging with and into Second Merger Sub, with Second Merger Sub surviving the merger as a wholly owned subsidiary of HCMC (the "Mergers" and, together with the other transactions contemplated by the Merger Agreement, the "Business Combination"). In connection with the consummation of the Business Combination on October 30, 2020 (the "Closing"), HCMC changed its name to SOC Telemed, Inc. (the "Issuer").
( 2 )Pursuant to the terms of the Merger Agreement, the owners of Legacy SOC Telemed prior to the Closing were paid, in addition to approximately $75.1 million in cash, an aggregate of 48,504,895 shares of Class A common stock of the Issuer as merger consideration in connection with the Closing.
( 3 )Reflects shares of Class A common stock held directly by SOC Holdings LLC. SOC Holdings LLC is controlled by WPXI Finance, LP ("WPXIF") and Warburg Pincus XI Partners, L.P. ("WPXI Partners"). WPXIF is a subsidiary of Warburg Pincus Private Equity XI, L.P. ("WPXI"). WPXI Partners and WPXI are collectively referred to as the "WPXI Funds." WPXI GP, L.P. ("WPXIF GP") is the managing general partner of WPXIF. WPXI is the general partner of WPXIF GP. Warburg Pincus XI, L.P. ("WP XI GP") is the general partner of each of WPXI and WPXI Partners. WP Global LLC ("WP Global") is the general partner of WP XI GP. Warburg Pincus Partners II, L.P. ("WPP II") is the managing member of WP Global. Warburg Pincus Partners GP LLC ("WPP GP LLC") is the general partner of WPP II. Warburg Pincus & Co. ("WP") is the managing member of WPP GP LLC. Warburg Pincus LLC ("WP LLC") is the manager of the WPXI Funds.
( 4 )Each of WPXIF, WPXI Partners, WPXIF GP, WPXI, WP XI GP, WP Global, WPP II, WPP GP LLC, WP and WP LLC disclaim beneficial ownership of all shares held by SOC Holdings LLC, except to the extent of its pecuniary interest therein, if any.

Remarks:
Each of SOC Holdings LLC, WPXIF, WPXI Partners, WPXIF GP, WPXI, WP XI GP, WP Global, WPP II, WPP GP LLC, WP and WP LLC is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. Form 2 of 2. Two reports are filed that relate to the same transactions. See Form 1 of 2 for additional reporting entities. Exhibit 99.1 list of reporting owners and signature page filed herewith.

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