Thomas Carella - Apr 6, 2022 Form 4 Insider Report for SOC Telemed, Inc. (TLMD)

Role: Former Director
Signature: /s/ Eunice Kim, as Attorney-in-Fact
Stock symbol: TLMD
Transactions as of: Apr 6, 2022
Transactions value $: -$271,773
Form type: 4
Date filed: 4/7/2022, 04:15 PM
Previous filing: Mar 10, 2022
Next filing: Mar 10, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TLMD	Class A Common Stock	Disposed to Issuer	-$272K	-90.6K	-100%	$3.00	0	Apr 6, 2022	Direct	F1

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	TLMD	Stock Options	Disposed to Issuer		-40.5K	-100%		0	Apr 6, 2022	Class A Common Stock	40.5K	$2.48	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Thomas Carella is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	On April 6, 2022, pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of February 2, 2022, by and among SOC Telemed, Inc. (the "Issuer"), Spark Parent, Inc. ("Parent") and Spark Merger Sub, Inc. ("Merger Sub"), pursuant to which Merger Sub was merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a direct, wholly owned subsidiary of Parent, each share of the Issuer's Class A Common Stock (other than certain excluded shares) outstanding as of immediately prior to the effective time of the Merger (the "Effective Time") was canceled and automatically converted into the right to receive an amount in cash equal to $3.00 (the "Merger Consideration"), without any interest thereon and subject to any applicable withholding taxes.
F2	These stock options were fully vested as of the Effective Time. Pursuant to the Merger Agreement, each option that was vested in accordance with its terms and outstanding as of immediately prior to the Effective Time was, provided that such option had a per share exercise price less than the Merger Consideration, automatically and without any required action on the part of the holder thereof, canceled and converted into the right to receive an amount in cash, without interest, equal to (i) the total number of shares of Class A Common Stock underlying such option multiplied by (ii) the excess of (A) the Merger Consideration over (B) the per share exercise price for such option, subject to applicable withholding taxes.

Content

On April 6, 2022, pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of February 2, 2022, by and among SOC Telemed, Inc. (the "Issuer"), Spark Parent, Inc. ("Parent") and Spark Merger Sub, Inc. ("Merger Sub"), pursuant to which Merger Sub was merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a direct, wholly owned subsidiary of Parent, each share of the Issuer's Class A Common Stock (other than certain excluded shares) outstanding as of immediately prior to the effective time of the Merger (the "Effective Time") was canceled and automatically converted into the right to receive an amount in cash equal to $3.00 (the "Merger Consideration"), without any interest thereon and subject to any applicable withholding taxes.

These stock options were fully vested as of the Effective Time. Pursuant to the Merger Agreement, each option that was vested in accordance with its terms and outstanding as of immediately prior to the Effective Time was, provided that such option had a per share exercise price less than the Merger Consideration, automatically and without any required action on the part of the holder thereof, canceled and converted into the right to receive an amount in cash, without interest, equal to (i) the total number of shares of Class A Common Stock underlying such option multiplied by (ii) the excess of (A) the Merger Consideration over (B) the per share exercise price for such option, subject to applicable withholding taxes.