SEC FORM 4

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

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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^*

de Solo Alberto

(Last)

(First)

(Middle)

C/O CAREMAX, INC. 1000 NW 57 COURT

SUITE 400

(Street)

MIAMI

33126

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CareMax, Inc. [ CMAX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/08/2023

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

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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)
Class A Common Stock	06/08/2023		M		6,300	A	⁽¹⁾	27,708	D
Class A Common Stock								2,894,429	I	C.G.D. Investment Group⁽²⁾

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)
Restricted Stock Units	$0.00	06/08/2023		M			6,300	⁽³⁾	⁽³⁾	Class A Common Stock	6,300	$0.00	6,300	D
Performance Stock Units	$0.00	06/08/2023		A		47,250⁽⁴⁾		⁽⁴⁾	⁽⁴⁾	Class A Common Stock	47,250⁽⁴⁾	$0.00	47,250⁽⁴⁾	D
Restricted Stock Units	$0.00	06/08/2023		A		94,500		⁽⁵⁾	⁽⁵⁾	Class A Common Stock	94,500	$0.00	94,500	D
Stock Option (Employee Right to Buy)	$3.72	06/08/2023		A		94,500		⁽⁶⁾	06/08/2033	Class A Common Stock	94,500	$0.00	94,500	D

Explanation of Responses:

1. On June 8, 2023, the reporting person received shares of the issuer's Class A common stock ("Common Stock") in settlement of restricted stock units, which vested on June 8, 2023.

2. The reported securities are held by C.G.D. Investment Group ("C.G.D."). Mr. de Solo beneficially owns the reported securities owned by C.G.D.

3. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Common Stock in accordance with the issuer's 2021 Long-Term Incentive Plan (the "Plan"). On October 29, 2021, the reporting person was granted 18,900 RSUs, vesting in three equal installments on October 29, 2022, June 8, 2023, and June 8, 2024.

4. Each performance stock unit ("PSU") represents a contingent right to receive one share Common Stock in accordance with the Plan. The PSUs vest based on the volume weighted average price (the "VWAP") of the Common Stock during the thirty trading days prior to June 8, 2025 (the "Measurement Period"). The number of PSUs listed is the base number of PSUs that may vest. The actual number of PSUs that will vest will be between zero and two times the base number of PSUs depending on the VWAP of the Common Stock during the Measurement Period.

5. Each RSU represents a contingent right to receive one share of Common Stock in accordance with the Plan. The RSUs will vest in three equal installments on June 8, 2024, June 8, 2025 and June 8, 2026.

6. Each stock option represents a contingent right to receive, upon the exercise of a vested stock option, one share of Common Stock in accordance with the Plan. The stock options will vest in three equal installments on June 8, 2024, June 8, 2025 and June 8, 2026.

Remarks:

	/s/ Meredith Longsworth, Esq., as Attorney-in-Fact for Alberto de Solo	06/12/2023
	** 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.

SEC Form 4 filed by De Solo Alberto