4//SEC Filing
Ditkoff Charles J. 4
Accession 0001213900-20-034807
CIK 0001791091other
Filed
Nov 2, 7:00 PM ET
Accepted
Nov 3, 4:13 PM ET
Size
14.1 KB
Accession
0001213900-20-034807
Insider Transaction Report
Form 4
Ditkoff Charles J.
DirectorChief Executive Officer10% Owner
Transactions
- Exercise/Conversion
Class A Common Stock
2020-10-30+4,375,000→ 5,075,000 total(indirect: See Footnote) - Disposition to Issuer
Class B Common Stock
2020-10-30−1,875,000→ 4,375,000 total(indirect: See Footnote)→ Class A Common Stock (1,875,000 underlying) - Award
Warrants
2020-10-30+350,000→ 350,000 total(indirect: See Footnote)From: 2020-12-17→ Class A Common Stock (350,000 underlying) - Exercise/Conversion
Class B Common Stock
2020-10-30−4,375,000→ 0 total(indirect: See Footnote)→ Class A Common Stock (4,375,000 underlying)
Footnotes (4)
- [F1]Charles J. Ditkoff resigned as President and a director of the Issuer in connection with the consummation of the Issuer's business combination with Specialists On Call, Inc. on October 30, 2020 (the "Business Combination"). Mr. Ditkoff is a managing member of HCMC Sponsor LLC (the "Sponsor") and has voting and investment discretion with respect to the securities held by the Sponsor. As such, he may be deemed to share beneficial ownership of the securities held directly by the Sponsor. Mr. Ditkoff disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
- [F2]Immediately prior to the consummation of 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.
- [F3]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.
- [F4]These warrants underlie units consisting of one share of Class A common stock and one-half of one warrant, which were purchased by the Sponsor 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 indirect 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.
Documents
Issuer
SOC Telemed, Inc.
CIK 0001791091
Entity typeother
Related Parties
1- filerCIK 0001642734
Filing Metadata
- Form type
- 4
- Filed
- Nov 2, 7:00 PM ET
- Accepted
- Nov 3, 4:13 PM ET
- Size
- 14.1 KB