| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | TLMD | Class A Common Stock | Other | -3.32M | -100% | 0 | Apr 6, 2022 | Direct | F1, F2, F3 | ||
| transaction | TLMD | Class A Common Stock | Other | -401K | -100% | 0 | Apr 6, 2022 | See footnote | F1, F3, F4 |
Christopher M. Gallagher is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| 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 | Excludes 1,080,000 restricted stock units (each, an "RSU"), each of which represents a contingent right to receive one share of the Issuer's Class A Common Stock. Pursuant to the Merger Agreement, each RSU (other than those held by a non-employee director of the Issuer) that was not vested and outstanding as of immediately prior to the Effective Time was, automatically and without any required action on the part of the holder thereof, canceled and will be replaced with a new award to be issued by Parent or one of its affiliates following the Effective Time. |
| F3 | Pursuant to agreements between an indirect parent entity of Parent and each of the Reporting Person and the Children's Trust (as defined below), the reported number of shares of Class A Common Stock were all rolled over into an investment in the indirect parent entity of Parent for an aggregate amount equal to the reported number of shares of Class A Common Stock multiplied by the per-share value of the Merger Consideration. |
| F4 | Held in the name of Christopher Michael Gallagher and Katherine Ann Gallagher as Trustees of Gallagher 2020 Children's Trust (the "Children's Trust"). |