Sec Form 4 Filing - Cho Bryan @ CareMax, Inc. - 2021-07-13

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 Cho Bryan 2. Issuer Name and Ticker or Trading Symbol CareMax, Inc. [ CMAX] 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) 30 HUDSON YARDS, 72ND FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 07/13/2021 (Street) NEW YORK, NY10001 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, par value $0.0001 per share 07/13/2021 A 500,000 A $ 10 500,000 I See footnote ( 1 )

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 Series A Warrant $ 11.5 07/13/2021 A 2,000,000 07/13/2021 07/13/2026 Class A Common Stock 2,000,000 ( 4 ) 2,000,000 I See footnote ( 1 ) Series B Warrant $ 11.5 07/13/2021 A V 6,000,000 ( 2 ) ( 3 ) Class A Common Stock 6,000,000 ( 4 ) 6,000,000 I See footnote ( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Cho Bryan 30 HUDSON YARDS, 72ND FLOOR NEW YORK, NY10001 X Signatures By: /s/ Joseph N. De Vera, Esq., as attorney-in-fact for Bryan Cho 07/15/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The securities reported herein are held by Related CM Advisor, LLC and/or one or more of its affiliates. Bryan Cho (the "Reporting Person") expressly disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein through his indirect interest in Related CM Advisor, LLC or such affiliates, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for the purposes of Section 16 of the Exchange Act of 1934, or for any other purpose. ( 2 )The Series B Warrants are unvested; they will vest (and become exercisable) in 500,000 share increments upon opening each facility for which Related CM Advisor, LLC provides services under the Real Estate Advisory Agreement with CareMax, Inc. entered into on 7/13/2021. ( 3 )The Series B Warrants expire on the later to occur of (x) 7/13/2026 and (y) the first anniversary of vesting. ( 4 )The Series A Warrants and Series B Warrants were issued for real estate advisory services under the Real Estate Advisory Agreement with CareMax, Inc. entered into on 7/13/2021.

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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