Sec Form 4 Filing - MILCH DAVID MARK @ Healthcare Capital Corp/DE - 2022-03-07

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
MILCH DAVID MARK
2. Issuer Name and Ticker or Trading Symbol
Healthcare Capital Corp/DE [ HCCC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O HEALTHCARE CAPITAL CORP., 301 NORTH MARKET STREET SUITE 1414
3. Date of Earliest Transaction (MM/DD/YY)
03/07/2022
(Street)
WILMINGTON, DE19801
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/07/2022 M 1,923,925 A 1,923,925 I See footnote( 6 )
Class A Common Stock 03/07/2022 J( 2 ) 1,923,925 D 0 I See footnote( 6 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Class B Common Stock ( 1 ) 03/07/2022 J( 3 ) 4,844,375 ( 1 ) ( 1 ) Class A Common Stock 4,844,375 ( 1 )( 3 ) 2,030,625 I See footnote( 6 )
Class B Common Stock ( 1 ) 03/07/2022 J( 4 ) 106,700 ( 1 ) ( 1 ) Class A Common Stock 106,700 ( 1 )( 4 ) 1,923,925 I See footnote( 6 )
Class B Common Stock ( 1 ) 03/07/2022 M 1,923,925 ( 1 ) ( 1 ) Class A Common Stock 1,923,925 ( 1 )( 2 ) 0 I See footnote( 6 )
Warrants $ 11.5 03/07/2022 J( 3 ) 4,658,000 04/06/2022( 5 ) 03/07/2027( 5 ) Class A Common Stock 4,658,000 ( 3 ) 2,142,000 I See footnote( 6 )
Warrants $ 11.5 03/07/2022 J( 2 ) 2,142,000 04/06/2022( 5 ) 03/07/2027( 5 ) Class A Common Stock 2,142,000 ( 2 ) 0( 2 ) I See footnote( 6 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MILCH DAVID MARK
C/O HEALTHCARE CAPITAL CORP.
301 NORTH MARKET STREET SUITE 1414
WILMINGTON, DE19801
X X
Healthcare Capital Sponsor LLC
C/O HEALTHCARE CAPITAL CORP.
301 NORTH MARKET STREET SUITE 1414
WILMINGTON, DE19801
X
Signatures
/s/ Dr. David Milch 03/09/2022
Signature of Reporting Person Date
/s/ Dr. David Milch the Managing Member of Healthcare Capital Sponsor LLC 03/09/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On March 7, 2022 (the "Closing Date"), Healthcare Capital Corp., a Delaware corporation ("HCCC"), and Alpha Tau Medical Ltd., a company organized under the laws of the State of Israel ("Alpha Tau"), consummated their previously announced business combination (the "Business Combination") pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), by and among HCCC, Alpha Tau and Archery Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Alpha Tau. On the Closing Date, pursuant to the terms of the Merger Agreement, each outstanding share of Class B common stock of HCCC converted into shares of Class A common stock of HCCC at a conversion ratio of one share of Class B common stock for one share of Class A common stock.
( 2 )Pursuant to the terms of the Merger Agreement, on the Closing Date, each outstanding share of Class A common stock of HCCC following the conversion described in footnote 1 above were exchanged for one newly issued Class A ordinary share of Alpha Tau and each warrant of HCCC was exchanged for one warrant of Alpha Tau.
( 3 )Pursuant to the terms of the Sponsor Support Agreement, dated as of July 7, 2021, as amended on February 17, 2022 and the Letter Agreement, dated as of the Closing Date, by and between HCCC, Alpha Tau, Healthcare Capital Sponsor LLC (the "Sponsor") and certain insiders, the Sponsor agreed to forfeit on the Closing Date, for no consideration, 4,844,375 shares of Class B common stock of HCCC and warrants to purchase 4,658,000 shares of Class A common stock of HCCC.
( 4 )Pursuant to the terms of the Letter Agreement, dated as of the Closing Date, by and between the Sponsor and Cantor Fitzgerald & Co., the Sponsor transferred 106,700 shares of Class B common stock of HCCC to Cantor for services provided in connection with the Company's initial public offering and the Business Combination.
( 5 )Pursuant to the terms thereof, the exercisability of the warrants was subject to the completion of the Business Combination. Each whole warrant will become exercisable to purchase one Class A ordinary share of Alpha Tau, commencing 30 days after the Closing Date and expiring five years following the Closing Date.
( 6 )The Sponsor is the record holder of the shares of common stock and warrants reported herein. Dr. Milch is the managing member of the Sponsor and has voting and investment discretion with respect to the common stock and warrants held of record by the Sponsor. By virtue of this relationship, Dr. Milch may be deemed to have beneficial ownership of the securities held of record by the Sponsor. He disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

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