SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Tran Hai

(Last)

(First)

(Middle)

C/O SOC TELEMED, INC.

1768 BUSINESS CENTER DRIVE, SUITE 100

(Street)

RESTON

20190

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SOC Telemed, Inc. [ TLMD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CFO and COO

3. Date of Earliest Transaction (Month/Day/Year)
10/30/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/30/2020		A		337,112	A	⁽¹⁾	337,112	D
Common Stock	10/30/2020		A		120,954	A	⁽²⁾	458,066	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options	$2.48	10/30/2020		A		395,578		⁽³⁾	06/07/2028	Common Stock	395,578	⁽⁴⁾	395,578	D
Stock Options	$3.71	10/30/2020		A		169,533		⁽³⁾	06/07/2028	Common Stock	169,533	⁽⁵⁾	169,533	D

Explanation of Responses:

1. Received in connection with the Issuer's business combination (the "Business Combination") with Specialists On Call, Inc. ("Legacy SOC Telemed") in accordance with the terms of the Agreement and Plan of Merger dated as of July 29, 2020, among the Issuer (f/k/a Healthcare Merger Corp.), Sabre Merger Sub I, Inc., Sabre Merger Sub II, LLC and Legacy SOC Telemed, in exchange for options to acquire 1,955,129 shares of common stock of Legacy SOC Telemed for $1.00 per share.

2. Received in connection with the Business Combination in exchange for options to acquire 837,913 shares of common stock of Legacy SOC Telemed for $1.50 per share.

3. The stock option will vest and become exercisable in full on November 15, 2021, subject to the continuous service of the Reporting Person on such vesting date.

4. Received in connection with the Business Combination in exchange for options to acquire 977,565 shares of common stock of Legacy SOC Telemed for $1.00 per share.

5. Received in connection with the Business Combination in exchange for options to acquire 418,956 shares of common stock of Legacy SOC Telemed for $1.50 per share.

Remarks:

	/s/ Eunice Kim, as Attorney-in-Fact	11/03/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.