Carlos de Solo - Sep 14, 2021 Form 4 Insider Report for CareMax, Inc. (CMAX)

Signature
/s/ Joseph N. De Vera, Esq., as attorney-in-fact for Carlos A. de Solo
Stock symbol
CMAX
Transactions as of
Sep 14, 2021
Transactions value $
$0
Form type
4
Date filed
9/16/2021, 09:45 PM
Previous filing
Jun 10, 2021
Next filing
Nov 2, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CMAX Class A Common Stock Other +961K +17.61% 6.42M Sep 14, 2021 See Footnote F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Pursuant to that certain Business Combination Agreement, dated December 18, 2020 (the "Business Combination Agreement"), by and among CareMax, Inc. (the "Issuer"), CareMax Medical Group, L.L.C. ("CMG"), and the other parties thereto, upon the closing of the transactions set forth in the Business Combination Agreement on June 8, 2021 (the "Closing"), the reporting person became entitled to receive shares of the Issuer's Class A common stock ("Earnout Shares") if certain conditions set forth in the Business Combination Agreement were satisfied within either the first or second year after the Closing (the "Triggering Events"). The conditions for the first Triggering Event were fully satisfied on September 14, 2021, resulting in 960,818 of the Earnout Shares becoming issuable to the reporting person.
F2 Includes 16,000 shares (the "Escrow Shares") that are currently being held in escrow and subject to forfeiture in connection with post-closing adjustment obligations of CMG pursuant to the Business Combination Agreement.
F3 The reported securities are held by O.M. Investment Group, LLC ("O.M."), and the Escrow Shares are held on behalf of O.M. in its capacity as representative of CMG. Mr. de Solo beneficially owns the reported securities held by O.M. Mr. de Solo may be deemed to beneficially own the Escrow Shares and disclaims beneficial ownership of the Escrow Shares except to the extent of his pecuniary interest therein.