Sec Form 4 Filing - ORDAN MARK S @ MEDNAX, INC. - 2020-07-12

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 ORDAN MARK S 2. Issuer Name and Ticker or Trading Symbol MEDNAX, INC. [ MD] 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) 1301 CONCORD TERRACE 3. Date of Earliest Transaction (MM/DD/YY) 07/12/2020 (Street) SUNRISE, FL33323 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 Common Stock 07/12/2020 A 113,314 ( 1 ) A $ 0 113,314 D Common Stock 07/12/2020 F 47,747 ( 2 ) D $ 17.65 65,567 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 Employee Stock Option (right to buy) $ 17.65 07/12/2020 A 550,331 ( 3 ) 10/10/2023( 3 ) Common Stock 550,331 $ 0 550,331 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ORDAN MARK S 1301 CONCORD TERRACE SUNRISE, FL33323 X Chief Executive Officer Signatures /s/ Dominic J. Andreano, as Attorney-in-Fact 07/14/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of restricted stock awarded to the Reporting Person under the Issuer's Amended and Restated 2008 Incentive Compensation Plan (the "Plan") in connection with his appointment as Chief Executive Officer of the Issuer. Such shares are fully vested on the date of grant but may not be transferred until the earlier of (i) the fifth anniversary of the grant date and (ii) the date of the closing of a "Change in Control" of the Issuer (as defined in the Reporting Person's Employment Agreement), subject to certain exceptions. ( 2 )Represents shares withheld for the payment of taxes upon the vesting of shares of restricted stock reported in Table I. ( 3 )Option to purchase shares of common stock awarded under the Plan that vests as follows: (i) 175,747 shares are exercisable if and when the Issuer's common stock price closes at $22 per share (or above) for any 40 consecutive trading days before the third anniversary of the grant date ("Performance End Date"); (ii) 181,160 shares are exercisable if and when Issuer's common stock price closes at $25 per share (or above) for any 40 consecutive trading days before Performance End Date; and (iii) 193,424 shares are exercisable if and when Issuer's common stock price closes at $29 per share (or above) for any 40 consecutive trading days before Performance End Date in each case subject to the Reporting Person's Employment Agreement; provided, that no option shares will vest prior to the one-year anniversary of the grant 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).

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