Christopher M. Gallagher - 06 Apr 2022 Form 4 Insider Report for SOC Telemed, Inc.

Source evidence Original filing metadata and source links for verification. 4 source fields
SEC form
4
Accepted by SEC
07 Apr 2022, 16:18:38 UTC
Prior SEC filing
22 Dec 2021
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Eunice Kim, as Attorney-in-Fact

Key filing fact

Christopher M. Gallagher filed Form 4 for SOC Telemed, Inc. on 07 Apr 2022.

Key facts

  • This page summarizes Christopher M. Gallagher's Form 4 filing for SOC Telemed, Inc..
  • 2 reported transactions and 0 derivative rows are listed below.
  • Accepted by SEC: 07 Apr 2022, 16:18.

Change

  • Previous filing in this sequence was filed on 22 Dec 2021.
  • Current net transaction value: $0.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

TLMD transaction

Class A Common Stock

Other

Transaction value
Shares
-3,316,679
Change %
-100%
Price
Shares after
0
Date
06 Apr 2022
Ownership
Direct
Footnotes
F1, F2, F3
TLMD transaction

Class A Common Stock

Other

Transaction value
Shares
-401,243
Change %
-100%
Price
Shares after
0
Date
06 Apr 2022
Ownership
See footnote
Footnotes
F1, F3, F4
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Christopher M. Gallagher is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 4 footnotes

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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").

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