13D Filing: Elliott Associates, L.p. and Mednax Inc. (NYSE:MD)

Page 5 of 8 – SEC Filing

The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (the “Amendment No. 1“).  This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 is hereby amended and restated to read as follows:
Elliott Working Capital The aggregate purchase price of the shares of Common Stock directly owned by Elliott is approximately $23,024,559.
Elliott International Working Capital The aggregate purchase price of the shares of Common Stock directly owned by Elliott International is approximately $48,926,569.
The Reporting Persons may effect purchases of shares of Common Stock through margin accounts maintained for them with prime brokers, which extend margin credit as and when required to open or carry positions in their margin accounts, subject to applicable federal margin regulations, stock exchange rules and such firms’ credit policies. Positions in shares of Common Stock may be held in margin accounts and may be pledged as collateral security for the repayment of debit balances in such accounts. Since other securities may be held in such margin accounts, it may not be possible to determine the amounts, if any, of margin used to purchase shares of Common Stock.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5(a) is hereby amended and restated to read as follows:

(a)       As
of the date hereof, Elliott, Elliott International and EICA collectively have combined economic exposure in the Issuer of approximately
4.6% of the shares of Common Stock outstanding.

The
aggregate percentage of Common Stock reported owned by each person named herein is based upon 93,466,848 shares of Common
Stock outstanding, which is the total number of shares of Common Stock outstanding as of July 27, 2018 as reported in the Issuer’s
Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2018, filed with the Securities and Exchange Commission
(the “SEC“) on August 2, 2018.

As
of the date hereof, Elliott itself and through The Liverpool Limited Partnership, a Bermuda limited partnership and a wholly-owned
subsidiary of Elliott (“Liverpool“) beneficially owned 517,121 shares of Common Stock, constituting 0.6% of the
shares of Common Stock outstanding.

As
of the date hereof, Elliott International beneficially owned 1,098,879 shares of Common Stock, constituting 1.2% of the shares
of Common Stock outstanding. EICA, as the investment manager of Elliott International may be deemed to beneficially own the 1,098,879
shares of Common Stock beneficially owned by Elliott International, constituting 1.2% of the shares of Common Stock outstanding.

Collectively,
Elliott, Elliott International and EICA beneficially own 1,616,000 shares of Common Stock, constituting approximately 1.7% of the
shares of Common Stock outstanding.

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