Kevin Wirges - 14 Sep 2021 Form 4 Insider Report for CareMax, Inc. (CMAX)

Role: EVP, Treasurer and CFO
Signature: /s/ Meredith Longsworth, Esq., as attorney-in-fact for Kevin Wirges
Issuer symbol: CMAX
Transactions as of: 14 Sep 2021
Transactions value $: $0
Form type: 4
Filing time: 15 Nov 2022, 17:38:29 UTC
Previous filing: 10 Jun 2021
Next filing: 02 Nov 2021
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CMAX	Class A Common Stock	Other		+25.6K	+21.28%		146K	14 Sep 2021	See footnote	F1, F2
transaction	CMAX	Class A Common Stock	Options Exercise		+4.43K	+3.04%		151K	11 Nov 2022	Direct	F3, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	CMAX	Restricted Stock Units	Options Exercise	$0	-4.43K	-33.34%	$0.00	8.87K	11 Nov 2022	Class A Common Stock	4.43K		Direct	F3, F5, F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Pursuant to that certain Business Combination Agreement, dated December 18, 2020 (the "Business Combination Agreement"), by and among CareMax, Inc. (the "Issuer"), CareMax Medical Group, L.L.C. ("CMG"), and the other parties thereto, upon the closing of the transactions set forth in the Business Combination Agreement on June 8, 2021 (the "Closing"), IMC Holdings, L.P. became entitled to receive shares of the Issuer's Class A common stock ("Earnout Shares") if certain conditions set forth in the Business Combination Agreement were satisfied within either the first or second year after the Closing (the "Triggering Events"). The conditions for the first Triggering Event were fully satisfied on September 14, 2021, resulting in Earnout Shares becoming issuable to IMC Holdings, L.P., 25,629 of which the reporting person had a pecuniary interest in.
F2	Shares held by IMC Holdings, L.P. Mr. Wirges had a pecuniary interest in the shares reported above until such shares were transferred to the reporting person. The reporting person disclaims beneficial ownership of any other shares held by IMC Holdings, L.P.
F3	On November 11, 2022, the reporting person received shares of common stock of the issuer in settlement of restricted stock units, which vested on October 29, 2022.
F4	Includes the transfer to the reporting person of 146,080 shares previously reported as held indirectly by IMC Holdings, L.P.
F5	Restricted Stock Units convert into common stock on a one-for-one basis.
F6	On October 29, 2021, the reporting person was granted 13,300 restricted stock units, vesting in three equal installments on October 29, 2022, June 8, 2023, and June 8, 2024.