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	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* Kalix John W. (Last) (First) (Middle) C/O SOC TELEMED, INC. 1768 BUSINESS CENTER DRIVE, SUITE 100 (Street) RESTON VA 20190 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol SOC Telemed, Inc. [ TLMD ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) Chief Executive Officer
	3. Date of Earliest Transaction (Month/Day/Year) 02/16/2021
	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

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	02/16/2021		A		1,415,093(1)(2)	A	$0.00	1,415,093	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance-based Restricted Stock Units	(3)(4)	02/16/2021		A		943,396		(3)(4)	08/15/2024	Class A Common Stock	943,396	$0.00	943,396	D

Explanation of Responses:

1. Represents 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, of which 1/4th will vest on August 15 of each of 2021, 2022, 2023 and 2024, respectively, subject to the continuous service of the Reporting Person on each vesting date. In the event of a prior (x) involuntary termination other than for cause, death or disability, or (y) resignation for good reason, the RSUs will vest on a prorated basis based on the portion that would have vested over the one-year period following such separation. (continued in footnote 2)

2. (continued from footnote 1) Notwithstanding the foregoing, the RSUs (including any PRSUs (as defined below) that have converted to time-based vesting) will automatically vest in full in the event of (x) an involuntary termination other than for cause, death or disability or (y) resignation for good reason, in either case within either one month prior to and in connection with, or the twelve months following, a change in control of the Issuer.

3. Each performance-based restricted stock unit ("PRSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock. The PRSUs generally vest in four equal installments on August 15, 2021, and February 15 of each of 2022, 2023 and 2024, respectively, provided that the applicable performance goal has been achieved by such date (and, if not, on the date the applicable performance goal is subsequently achieved), and are subject to the continuous service of the Reporting Person through the applicable vesting date. The applicable performance goal for each tranche will be satisfied if the Issuer's Class A Common Stock achieves a specified per share closing market price for such tranche for at least 20 trading days during any 30 consecutive day period from the date of grant. (continued in footnote 4)

4. (continued from footnote 3) If the applicable performance goals have not been achieved by August 15, 2024, all unvested PRSUs will be forfeited. In the event of a prior (x) involuntary termination other than for cause, death or disability, or (y) resignation for good reason, any PRSUs that have been earned but not vested will automatically vest. Upon a change in control of the Issuer, any unearned and unvested PRSUs will convert to time-based vesting, with the time-based vesting dates being the earliest performance-based vesting dates applicable to each tranche, subject to the continuous service of the Reporting Person on each such vesting date.

Remarks:

	/s/ Eunice Kim, as Attorney-in-Fact	02/18/2021
	** 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).
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