SOC Telemed (TLMD) executive Gallagher disposed of 3,717,922 shares

Insider transactions reported

Christopher M. Gallagher (executive at SOC Telemed Inc., TLMD) reported that they disposed of 3,717,922 shares on Apr 6, 2022. After these transactions the filing shows 0 shares held directly and 0 shares held indirectly (See footnote).

Reporting person

Gallagher Christopher M.

Holdings before and after

• Class A Common Stock: 3,316,679 to 0 direct
• Class A Common Stock: 401,243 to 0 indirect, See footnote

Footnotes from the filing

1. 1. 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.
2. 2. 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.
3. 3. 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.
4. 4. Held in the name of Christopher Michael Gallagher and Katherine Ann Gallagher as Trustees of Gallagher 2020 Children's Trust (the Children's Trust ).

Transaction codes in this filing

Other acquisition or disposition:

Code J marks a transaction that fits no other code. The footnotes describe what happened.

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