0001209191-20-042455.txt : 20200714
0001209191-20-042455.hdr.sgml : 20200714
20200714202338
ACCESSION NUMBER: 0001209191-20-042455
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20200712
FILED AS OF DATE: 20200714
DATE AS OF CHANGE: 20200714
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ORDAN MARK S
CENTRAL INDEX KEY: 0001208541
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-12111
FILM NUMBER: 201028126
MAIL ADDRESS:
STREET 1: 7315 WISCONSIN AVENUE
STREET 2: SUITE #250 WEST
CITY: BETHESDA
STATE: MD
ZIP: 20814
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: MEDNAX, INC.
CENTRAL INDEX KEY: 0000893949
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOSPITALS [8060]
IRS NUMBER: 263667538
STATE OF INCORPORATION: FL
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1301 CONCORD TERRACE
CITY: SUNRISE
STATE: FL
ZIP: 33323
BUSINESS PHONE: 9543840175
MAIL ADDRESS:
STREET 1: 1301 CONCORD TERRACE
CITY: SUNRISE
STATE: FL
ZIP: 33323
FORMER COMPANY:
FORMER CONFORMED NAME: PEDIATRIX MEDICAL GROUP INC
DATE OF NAME CHANGE: 19950801
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2020-07-12
0
0000893949
MEDNAX, INC.
MD
0001208541
ORDAN MARK S
1301 CONCORD TERRACE
SUNRISE
FL
33323
1
1
0
0
Chief Executive Officer
Common Stock
2020-07-12
4
A
0
113314
0.00
A
113314
D
Common Stock
2020-07-12
4
F
0
47747
17.65
D
65567
D
Employee Stock Option (right to buy)
17.65
2020-07-12
4
A
0
550331
0.00
A
2023-10-10
Common Stock
550331
550331
D
Represents shares of restricted stock awarded to the Reporting Person under the Issuer's Amended and Restated 2008 Incentive Compensation Plan (the "Plan") in connection with his appointment as Chief Executive Officer of the Issuer. Such shares are fully vested on the date of grant but may not be transferred until the earlier of (i) the fifth anniversary of the grant date and (ii) the date of the closing of a "Change in Control" of the Issuer (as defined in the Reporting Person's Employment Agreement), subject to certain exceptions.
Represents shares withheld for the payment of taxes upon the vesting of shares of restricted stock reported in Table I.
Option to purchase shares of common stock awarded under the Plan that vests as follows: (i) 175,747 shares are exercisable if and when the Issuer's common stock price closes at $22 per share (or above) for any 40 consecutive trading days before the third anniversary of the grant date ("Performance End Date"); (ii) 181,160 shares are exercisable if and when Issuer's common stock price closes at $25 per share (or above) for any 40 consecutive trading days before Performance End Date; and (iii) 193,424 shares are exercisable if and when Issuer's common stock price closes at $29 per share (or above) for any 40 consecutive trading days before Performance End Date in each case subject to the Reporting Person's Employment Agreement; provided, that no option shares will vest prior to the one-year anniversary of the grant date.
/s/ Dominic J. Andreano, as Attorney-in-Fact
2020-07-14
EX-24.4_928876
2
poa.txt
POA DOCUMENT
POWER OF ATTORNEY
For Executing Forms 3, 4, and 5
Know all men by these presents, that the undersigned hereby appoints each of
Dominic J. Andreano and Stephen D. Farber, with full power of substitution, the
true and lawful attorneys-in-fact to:
(1) execute for and on behalf of the undersigned SEC Forms 3, 4, and 5 relating
to the undersigned's interest in the Company's securities, in accordance with
Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules
thereunder;
(2) do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete the execution of any such Form 3, 4,
or 5 and the timely filing of such form with the United States Securities and
Exchange Commission and any other appropriate authority; and
(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of the attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by the attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as the attorney-in-fact may approve in his
discretion.
The undersigned hereby grants to the above attorneys-in-fact full power and
authority to do and perform all and every act and thing whatsoever requisite,
necessary and proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorneys-in-fact, shall lawfully
do or cause to be done by virtue of this Power of Attorney and the rights and
powers herein granted. The undersigned acknowledges that the above
attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming any of the undersigned's responsibilities to
comply with Sections 13(d) or 16 of the Securities Exchange Act of 1934, as
amended.
The authority of Dominic J. Andreano and Stephen D. Farber under this Power of
Attorney shall continue until the undersigned is no longer required to file
Forms 3, 4, or 5 with regard to the undersigned's ownership of or transactions
in securities of the Company, unless earlier revoked in writing.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 12th day of July, 2020.
/s/ Mark S. Ordan
Mark S. Ordan