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Deerfield Management Co., L.P. (Series C), et al. – ‘4’ for 11/17/22 re: CareMax, Inc.

On:  Monday, 11/21/22, at 7:31pm ET   ·   For:  11/17/22   ·   As:  Director, 10% Owner and Other   ·   Accession #:  1193805-22-1595   ·   File #:  1-39391

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/21/22  Deerfield Mgmt Co, LP (Series C)  4          D,%Own,Oth  2:11K  CareMax, Inc.                     E-Data Systems, Inc./FA
          Flynn James E

Statement of Changes in Beneficial Ownership of Securities by an Insider   —   Form 4   —   SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 4           Statement of Changes in Beneficial Ownership of     HTML      8K 
                Securities by an Insider --                                      
                e618049_4-caremax.xml/3.6                                        
 2: EX-99       Miscellaneous Exhibit                               HTML      6K

‘4’   —   Statement of Changes in Beneficial Ownership of Securities by an Insider — e618049_4-caremax.xml/3.6



        

This ‘4’ Document is an XML Data File that may be rendered in various formats:

  Form 4    –   Plain Text   –  SEC Website  –  EDGAR System  –    XML Data    –  <?xml?> File
 
 
SEC Info℠ rendering:  Statement of Changes in Beneficial Ownership of Securities by an Insider — e618049_4-caremax.xml/3.6
 
FORM 4UNITED 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
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
  
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*
Flynn James E
(Last)(First)(Middle)
345 PARK AVENUE SOUTH, 12TH FLOOR
(Street)
NEW YORKNY10010
(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)
XDirectorX10% Owner
Officer (give title below)XOther (specify below)
Director by Deputization
3. Date of Earliest Transaction (Month/Day/Year)
11/17/22
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
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)
CodeVAmount(A) or (D)Price
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units (1)$0 11/17/22A 12,123 (1) (1)Class A Common Stock12,123$0.0012,123IThrough Deerfield Management Company, L.P. (2) (3)
1. Name and Address of Reporting Person*
Flynn James E
(Last)(First)(Middle)
345 PARK AVENUE SOUTH, 12TH FLOOR
(Street)
NEW YORKNY10010
(City)(State)(Zip)
1. Name and Address of Reporting Person*
DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C)
(Last)(First)(Middle)
345 PARK AVENUE SOUTH, 12TH FLOOR
(Street)
NEW YORKNY10010
(City)(State)(Zip)
Explanation of Responses:
(1)  Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Class A common stock in accordance with the Issuer's 2021 Long-Term Incentive Plan. The RSUs are scheduled to vest in full on November 17, 2023 if on such date Kevin Berg has remained in continuous service as a director.
(2)  Kevin Berg, an employee of Deerfield Management Company, L.P. ("Deerfield Management"), serves as a director of the Issuer. The RSUs granted to Mr. Berg and reported herein are held for the benefit, and at the direction, of Deerfield Management.
(3)  This Form 4 is being filed by the undersigned as well as the entity listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). James E. Flynn is the sole member of the general partner of Deerfield Management. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.
Remarks:
Kevin Berg, an employee of Deerfield Management, serves as a director of the Issuer. Jonathan Isler, Attorney-in-Fact: Power of Attorney, which is hereby incorporated by reference to Exhibit 24 to a Form 4 with regard to DA32 Life Science Tech Acquisition Corp. filed with the Securities and Exchange Commission on August 3, 2021 by Deerfield Partners, L.P., Deerfield Mgmt, L.P., Deerfield Management Company, L.P. and James E. Flynn.
/s/ Jonathan Isler, Attorney-in-Fact 11/21/22
** Signature of Reporting PersonDate
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.
____________
Transaction Code:
    A    Grant, award or other acquisition pursuant to Rule 16b-3(d).

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