Sec Form 4 Filing - DFHTA Sponsor LLC @ CareMax, Inc. - 2022-02-11

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 DFHTA Sponsor LLC 2. Issuer Name and Ticker or Trading Symbol CareMax, Inc. [ CMAX] 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) C/O DEERFIELD MANAGEMENT, 345 PARK AVENUE SOUTH, 12TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 02/11/2022 (Street) NEW YORK, NY10010 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 02/11/2022 J( 1 ) 3,768,750 D $ 0 0 D( 2 )

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 Private Placement Warrants $ 11.5 02/11/2022 J( 1 ) 2,916,667 07/21/2021 06/08/2026 Class A common stock 2,916,667 $ 0 0 D( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DFHTA Sponsor LLC C/O DEERFIELD MANAGEMENT 345 PARK AVENUE SOUTH, 12TH FLOOR NEW YORK, NY10010 X Atinsky Lawrence C/O DEERFIELD MANAGEMENT 345 PARK AVENUE SOUTH, 12TH FLOOR NEW YORK, NY10010 X Signatures /s/ Lawrence Atinsky, Manager, DFHTA Sponsor LLC 02/15/2022 Signature of Reporting Person Date /s/ Lawrence Atinsky 02/15/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On February 11, 2022, DFHTA Sponsor LLC (the "Sponsor") distributed 3,768,750 shares of the Issuer's Class A common stock and 2,916,667 Private Placement Warrants to its members, on a pro rata basis for no consideration, in connection with the dissolution of the Sponsor. ( 2 )The Sponsor was the record holder of the securities reported herein. Mr. Atinsky is a manager of the Sponsor and shared voting and investment discretion with respect to the common stock held of record by the Sponsor. Mr. Atinsky disclaims beneficial ownership of the securities held by the Sponsor except to the extent of his pecuniary interest therein, if any.

Remarks: See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of the Reporting Persons to the Issuer.

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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