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

If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule
13d-1(f) or Rule 13d-1(g), check the following box. [ ]

(Page 1 of 8 Pages)

______________________________

* The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.

The information required on the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).

(1) Excludes cash-settled swaps disclosed in Item 6 representing
net economic exposure comparable to 862,217 additional shares of Common Stock (as defined below), which if aggregated with such
beneficially owned shares, represent an aggregate economic interest in 1,379,338 shares representing 1.5% of the outstanding shares.

(1) Excludes cash-settled swaps disclosed in Item 6 representing
net economic exposure comparable to 1,832,215 additional shares of Common Stock, which if aggregated with such beneficially owned
shares, represent an aggregate economic interest in 2,931,094 shares representing 3.1% of the outstanding shares.

(1) Excludes cash-settled swaps disclosed in Item 6 representing
net economic exposure comparable to 1,832,215 additional shares of Common Stock, which if aggregated with such beneficially owned
shares, represent an aggregate economic interest in 2,931,094 shares representing 3.1% of the outstanding shares.

(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.

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.

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.

SIGNATURES

After reasonable
inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in
this statement is true, complete and correct.

DATE: September 20, 2018

SCHEDULE 1

Transactions of the Reporting Persons Effected
During the Past 60 Days

The following transactions were effected by Elliott Associates,
L.P. in the Common Stock during the past 60 days:

The following transactions were effected by Elliott Associates,
L.P. (through Liverpool) in the Common Stock during the past 60 days:

The following transactions were effected by Elliott International,
L.P. in the Common Stock during the past 60 days: