James E. Flynn - Jun 8, 2021 Form 4 Insider Report for Deerfield Healthcare Technology Acquisitions Corp. (CMAX)

Signature
/s/ Jonathan Isler, Attorney-in-Fact
Stock symbol
CMAX
Transactions as of
Jun 8, 2021
Transactions value $
$100,000,000
Form type
4
Date filed
6/10/2021, 05:48 PM
Previous filing
Jun 3, 2021
Next filing
Sep 2, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CMAX Class A common stock Award $96M +9.6M +285.71% $10.00 13M Jun 8, 2021 Through Deerfield Partners, L.P. F1, F2, F3
transaction CMAX Class A common stock Award $4M +400K $10.00 400K Jun 8, 2021 Through DFHTA Sponsor LLC F2, F3, F4
transaction CMAX Class A common stock Options Exercise $0 +3.37M +842.19% $0.00 3.77M Jun 8, 2021 Through DFHTA Sponsor LLC F2, F3, F5
transaction CMAX Class A common stock Options Exercise $0 +50K $0.00 50K Jun 8, 2021 Through Deerfield Management Company, L.P. F2, F3, F5, F6

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction CMAX Class B common stock Options Exercise -3.37M -100% 0 Jun 8, 2021 Class A common stock 3.37M Through DFHTA Sponsor LLC F2, F3, F5
transaction CMAX Class B common stock Options Exercise -50K -100% 0 Jun 8, 2021 Class A common stock 50K Through Deerfield Management Company, L.P. F2, F3, F5, F6
transaction CMAX Private Placement Warrants Award $0 +2.92M $0.00 2.92M Jun 8, 2021 Class A common stock 2.92M $11.50 Through DFHTA Sponsor LLC F2, F3, F7
transaction CMAX Public Warrants Other $0 +672K $0.00 672K Jun 8, 2021 Class A common stock 672K $11.50 Through Deerfield Partners, L.P. F2, F3, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On June 8, 2021, immediately prior to, and conditioned upon the consummation of, CareMax, Inc.'s (formerly known as Deerfield Healthcare Technology Acquisitions Corp.) (the "Issuer") business combination with CareMax Medical Group, LLC and IMC Medical Group Holdings, LLC (the "Business Combination"), Deerfield Partners, L.P. ("Deerfield Partners") acquired from the Issuer 9,600,000 shares of Class A common stock of the Issuer.
F2 This Form 4 is being filed by the parties listed on the Joint Filer Information Statement attached as an exhibit hereto. Deerfield Partners holds a membership interest in DFHTA Sponsor LLC (the "Sponsor"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners. Deerfield Management Company, L.P. ("Deerfield Management") is the investment manager of Deerfield Partners. James E. Flynn is the sole member of the general partner of each of Deerfield Management and Deerfield Mgmt, L.P. Steven Hochberg, a partner in Deerfield Management, previously served as chief executive officer of the Issuer and, until immediately following consummation of the Business Combination, a member of the Issuer's board of directors.
F3 In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by Deerfield Management, Deerfield Partners and the Sponsor is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.
F4 On June 8, 2021, immediately prior to, and conditioned upon the consummation of, the Business Combination, the Sponsor acquired from the Issuer 400,000 shares of Class A common stock of the Issuer.
F5 In connection with the closing of the Business Combination, each share of the Issuer's Class B common stock automatically converted into one share of the Issuer's Class A common stock.
F6 The Class A common stock owned directly by Steven Hochberg and reported herein is held for the benefit, and at the direction, of Deerfield Management.
F7 The Sponsor acquired the Private Placement Warrants from the Issuer in connection with the Issuer's initial public offering on July 21, 2020. As a result of the closing of the Business Combination, the Private Placement Warrants will become exercisable as of the date that is 12 months after the closing of the Issuer's initial public offering (i.e., July 21, 2021). The Private Placement Warrants will expire on June 8, 2026 or earlier upon redemption or liquidation.
F8 Deerfield Partners acquired the Public Warrants in the Issuer's initial public offering on July 21, 2020. As a result of the closing of the Business Combination, the Public Warrants will become exercisable as of the date that is 12 months after the closing of the Issuer's initial public offering (i.e., July 21, 2021). The Public Warrants will expire on June 8, 2026 or earlier upon redemption or liquidation.

Remarks:

Jonathan Isler, Attorney-in-Fact: Power of Attorney, which is hereby incorporated by reference to Exhibit 24 to a Form 3 with regard to Proteon Therapeutics, Inc. filed with the Securities and Exchange Commission on August 4, 2017 by Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P., Deerfield International Master Fund, L.P., Deerfield Private Design Fund III, L.P., Deerfield Private Design Fund IV, L.P., Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P., Deerfield Mgmt IV, L.P., Deerfield Management Company, L.P., and James E. Flynn.