0001213900-22-018700.txt : 20220407 0001213900-22-018700.hdr.sgml : 20220407 20220407164431 ACCESSION NUMBER: 0001213900-22-018700 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20220406 FILED AS OF DATE: 20220407 DATE AS OF CHANGE: 20220407 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WARBURG PINCUS & CO. CENTRAL INDEX KEY: 0000929408 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39160 FILM NUMBER: 22814396 BUSINESS ADDRESS: STREET 1: 450 LEXINGTON AVENUE STREET 2: NEW YORK CITY: NY STATE: NY ZIP: 100173147 BUSINESS PHONE: 2128780600 MAIL ADDRESS: STREET 1: 450 LEXINGTON AVENUE STREET 2: NEW YORK CITY: NY STATE: NY ZIP: 100173147 FORMER NAME: FORMER CONFORMED NAME: WARBURG PINCUS & CO DATE OF NAME CHANGE: 19940901 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WARBURG PINCUS LLC CENTRAL INDEX KEY: 0001162870 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39160 FILM NUMBER: 22814395 BUSINESS ADDRESS: STREET 1: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SOC Telemed, Inc. CENTRAL INDEX KEY: 0001791091 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] IRS NUMBER: 843131208 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2411 DULLES CORNER PARK STREET 2: SUITE 475 CITY: HERNDON STATE: VA ZIP: 20171 BUSINESS PHONE: 866-483-9690 MAIL ADDRESS: STREET 1: 2411 DULLES CORNER PARK STREET 2: SUITE 475 CITY: HERNDON STATE: VA ZIP: 20171 FORMER COMPANY: FORMER CONFORMED NAME: Healthcare Merger Corp. DATE OF NAME CHANGE: 20191015 4 1 ownership.xml X0306 4 2022-04-06 1 0001791091 SOC Telemed, Inc. TLMD 0000929408 WARBURG PINCUS & CO. 450 LEXINGTON AVENUE NEW YORK NY 10017 1 0 1 0 0001162870 WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 1 0 1 0 Class A Common Stock 2022-04-06 4 D 0 33874965 3.00 D 0 I See Footnotes 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. Reflects shares of Class A Common Stock held directly by SOC Holdings LLC. SOC Holdings LLC is controlled by WPXI Finance, LP ("WPXIF") and Warburg Pincus XI Partners, L.P. ("WPXI Partners"). WPXIF is a subsidiary of Warburg Pincus Private Equity XI, L.P. ("WPXI"). WPXI Partners and WPXI are collectively referred to as the "WPXI Funds." WPXI GP, L.P. ("WPXIF GP") is the managing general partner of WPXIF. WPXI is the general partner of WPXIF GP. Warburg Pincus XI, L.P. ("WP XI GP") is the general partner of each of WPXI and WPXI Partners. WP Global LLC ("WP Global") is the general partner of WP XI GP. Warburg Pincus Partners II, L.P. ("WPP II") is the managing member of WP Global. Warburg Pincus Partners GP LLC ("WPP GP LLC") is the general partner of WPP II. Warburg Pincus & Co. ("WP") is the managing member of WPP GP LLC. Warburg Pincus LLC ("WP LLC") is the manager of the WPXI Funds. Each of WPXIF, WPXI Partners, WPXIF GP, WPXI, WP XI GP, WP Global, WPP II, WPP GP LLC, WP and WP LLC disclaim beneficial ownership of all shares held by SOC Holdings LLC, except to the extent of its pecuniary interest therein, if any. Each of SOC Holdings LLC, WPXIF, WPXI Partners, WPXIF GP, WPXI, WP XI GP, WP Global, WPP II, WPP GP LLC, WP and WP LLC is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. Form 2 of 2. Two reports are filed that relate to the same transactions. See Form 1 of 2 for additional reporting entities. Exhibit 99.1 list of reporting owners and signature page filed herewith. See Exhibit 99.1 2022-04-07 EX-99.1 2 ea158101ex99-1_soctelemed.htm LIST OF REPORTING OWNERS AND SIGNATURE PAGE

Exhibit 99.1

 

List of Reporting Owners and Signature Page

 

Name of designated filer: Warburg Pincus & Co.

 

Other joint filers: SOC Holdings LLC, WPXI Finance, LP, WPXI GP, L.P., Warburg Pincus Private Equity XI, L.P., Warburg Pincus XI Partners, L.P., Warburg Pincus XI, L.P., WP Global LLC, Warburg Pincus Partners II, L.P., Warburg Pincus Partners GP LLC, and Warburg Pincus LLC

 

Address for each joint filer is: c/o Warburg Pincus & Co., 450 Lexington Avenue, New York, New York 10017

 

Issuer Name and Ticker or Trading Symbol: SOC Telemed, Inc. (TLMD)

 

  SOC HOLDINGS LLC  
       
  By: Warburg Pincus Private Equity XI, L.P., its managing member
  By: Warburg Pincus XI, L.P., its general partner
  By: WP Global LLC, its general partner
  By: Warburg Pincus Partners II, L.P., its managing member
  By: Warburg Pincus Partners GP LLC, its general partner
  By: Warburg Pincus & Co., its managing member
       
  By: /s/ Harsha G. Marti 04/07/2022
    ** Signature of Reporting Person Date
  Name: Harsha G. Marti
  Title: Partner
       
  WPXI FINANCE, LP  
       
  By: WPXI GP, L.P., its managing general partner
  By: Warburg Pincus Private Equity XI, L.P., its general partner
  By: Warburg Pincus XI, L.P., its general partner
  By: WP Global LLC, its general partner
  By: Warburg Pincus Partners II, L.P., its managing member
  By: Warburg Pincus Partners GP LLC, its general partner
  By: Warburg Pincus & Co., its managing member
       
  By: /s/ Harsha G. Marti 04/07/2022
    ** Signature of Reporting Person Date
  Name: Harsha G. Marti
  Title: Partner

 

 

 

 

  WPXI GP, L.P.
   
  By: Warburg Pincus Private Equity XI, L.P., its general partner
  By: Warburg Pincus XI, L.P., its general partner
  By: WP Global LLC, its general partner
  By: Warburg Pincus Partners II, L.P., its managing member
  By: Warburg Pincus Partners GP LLC, its general partner
  By: Warburg Pincus & Co., its managing member
   
  By: /s/ Harsha G. Marti 04/07/2022
    ** Signature of Reporting Person Date
  Name: Harsha G. Marti
  Title: Partner
   
  WARBURG PINCUS PRIVATE EQUITY XI, L.P.
   
  By: Warburg Pincus XI, L.P., its general partner
  By: WP Global LLC, its general partner
  By: Warburg Pincus Partners II, L.P., its managing member
  By: Warburg Pincus Partners GP LLC, its general partner
  By: Warburg Pincus & Co., its managing member
   
  By: /s/ Harsha G. Marti 04/07/2022
    ** Signature of Reporting Person Date
  Name: Harsha G. Marti
  Title: Partner
   
  WARBURG PINCUS XI PARTNERS, L.P.
   
  By: Warburg Pincus XI, L.P., its general partner
  By: WP Global LLC, its general partner
  By: Warburg Pincus Partners II, L.P., its managing member
  By: Warburg Pincus Partners GP LLC, its general partner
  By: Warburg Pincus & Co., its managing member
   
  By: /s/ Harsha G. Marti 04/07/2022
    ** Signature of Reporting Person Date
  Name: Harsha G. Marti
  Title: Partner
   
  WARBURG PINCUS XI, L.P.
   
  By: WP Global LLC, its general partner
  By: Warburg Pincus Partners II, L.P., its managing member
  By: Warburg Pincus Partners GP LLC, its general partner
  By: Warburg Pincus & Co., its managing member
     
  By: /s/ Harsha G. Marti 04/07/2022
    ** Signature of Reporting Person Date
  Name: Harsha G. Marti
  Title: Partner

 

2

 

 

  WP GLOBAL LLC
   
  By: Warburg Pincus Partners II, L.P., its managing member
  By: Warburg Pincus Partners GP LLC, its general partner
  By: Warburg Pincus & Co., its managing member
     
  By: /s/ Harsha G. Marti 04/07/2022
    ** Signature of Reporting Person Date
  Name: Harsha G. Marti
  Title: Partner
   
  WARBURG PINCUS PARTNERS II, L.P.
   
  By: Warburg Pincus Partners GP LLC, its general partner
  By: Warburg Pincus & Co., its managing member
     
  By: /s/ Harsha G. Marti 04/07/2022
    ** Signature of Reporting Person Date
  Name: Harsha G. Marti
  Title: Partner
   
  WARBURG PINCUS PARTNERS GP LLC
   
  By: Warburg Pincus & Co., its managing member
     
  By: /s/ Harsha G. Marti 04/07/2022
    ** Signature of Reporting Person Date
  Name: Harsha G. Marti
  Title: Partner
   
  WARBURG PINCUS & CO.
   
  By: /s/ Harsha G. Marti 04/07/2022
    ** Signature of Reporting Person Date
  Name: Harsha G. Marti
  Title: Partner
   
  WARBURG PINCUS LLC
   
  By: /s/ Harsha G. Marti 04/07/2022
    ** Signature of Reporting Person Date
  Name: Harsha G. Marti
  Title: Managing Director

 

 

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