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

Page 6 of 8 – SEC Filing

Collectively,
Elliott, Elliott International and EICA have net economic exposure comparable to approximately 2.9% of the shares of Common Stock
outstanding pursuant to the Derivative Agreements, as disclosed in Item 6.

Item 5(c) is hereby amended and restated to read as follows:

(c)       The
transactions effected by the Reporting Persons during the past 60 days are set forth on Schedule 1 attached hereto.

Item 5(e) is hereby amended and restated to read as follows:

(e)       September
18, 2018.

Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

The first paragraph of Item 6 is hereby amended and restated
to read as follows:

Elliott,
through Liverpool, and Elliott International have entered into notional principal amount derivative agreements (the “Long
Derivative Agreements
“) in the form of long cash settled swaps with respect to 886,217 and 1,883,215 shares of Common
Stock of the Issuer, respectively (representing economic exposure comparable to 0.9% and 2.0% of the shares of Common Stock of
the Issuer, respectively). Collectively, the Long Derivative Agreements held by the Reporting Persons represent economic exposure
comparable to an interest in approximately 3.0% of the shares of Common Stock. The Long Derivative Agreements provide Elliott and
Elliott International with economic results that are comparable to the economic results of ownership but do not provide them with
the power to vote or direct the voting or dispose of or direct the disposition of the shares that are referenced in the Long Derivative
Agreements (such shares, the “Subject Long Shares“). The Reporting Persons disclaim beneficial ownership in the
Subject Long Shares. The counterparties to the Long Derivative Agreements are unaffiliated third party financial institutions.
Elliott, through Liverpool, and Elliott International have entered into notional principal amount derivative agreements in the
form of cash settled swaps (the “Short Derivative Agreements”) representing short economic exposure to 24,000
and 51,000 shares of Common Stock of the Issuer, respectively (representing economic short exposure comparable to approximately
0.03% and 0.1% of the shares of Common Stock of the Issuer, respectively). Collectively, the Short Derivative Agreements held by
the Reporting Persons represent short economic exposure to approximately 0.1% of the shares of Common Stock. The Short Derivative
Agreements provide Elliott and Elliott International with economic results that are comparable to a short position and do not provide
them with the power to vote or direct the voting or dispose of or direct the disposition of the shares that are referenced in the
Short Derivative Agreements (such shares, the “Subject Short Shares”). The Reporting Persons disclaim beneficial
ownership in the Subject Short Shares. The counterparties to the Short Derivative Agreements are unaffiliated third party financial
institutions. The Long Derivative Agreements and Short Derivative Agreements (together, the “Derivative Agreements”)
provide Elliott and Elliott International with net economic exposure to an aggregate of 2,694,432 shares of Common Stock representing
net economic exposure comparable to approximately 2.9% of the shares of Common Stock of the Issuer.

Item 7. EXHIBITS
 
Exhibit Description
Schedule 1 – Transactions of the Reporting Persons Effected During the Past 60 Days

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