SEC FORM 4 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
 
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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*
ALVAREZ CESAR L

(Last) (First) (Middle)
1301 CONCORD TERRACE

(Street)
SUNRISE FL 33323

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MEDNAX, INC. [ MD ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/01/2012
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
Common Stock 06/01/2012 A 1,625(1) A $0 11,625 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
Explanation of Responses:
1. Restricted shares granted pursuant to Issuer's Amended and Restated 2008 Incentive Compensation Plan in connection with annual equity award. Shares will vest in three equal installments on June 1, 2013, June 1, 2014 and June 1, 2015.
/s/ Dominic J. Andreano, Attorney-in-fact 06/05/2012
** 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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Exhibit 24

POWER OF ATTORNEY
For Executing Forms 3, 4, and 5

	Know all men by these presents, that the undersigned hereby appoints each of Dominic J. Andreano
and Vivian Lopez-Blanco, with full power of substitution, the true and lawful attorneys-in-fact to:

(1)	execute for and on behalf of the undersigned SEC Forms 3, 4, and 5 relating to the
undersigned's interest in the Company's securities, in accordance with Section 16(a) of the
Securities Exchange Act of 1934, as amended, and the rules thereunder;

(2)	do and perform any and all acts for and on behalf of the undersigned which may be
necessary or desirable to complete the execution of any such Form 3, 4, or 5 and the timely
filing of such form with the United States Securities and Exchange Commission and any
other appropriate authority; and

(3)	take any other action of any type whatsoever in connection with the foregoing which, in the
opinion of the attorney-in-fact, may be of benefit to, in the best interest of, or legally required
by, the undersigned, it being understood that the documents executed by the attorney-in-fact
on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as the attorney-in-fact may approve in his discretion.

       The undersigned hereby grants to the above attorneys-in-fact full power and authority to do and
perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of
any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all
that such attorneys-in-fact, shall lawfully do or cause to be done by virtue of this Power of Attorney and the
rights and powers herein granted.  The undersigned acknowledges that the above attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming any of the undersigned's
responsibilities to comply with Sections 13(d) or 16 of the Securities Exchange Act of 1937.

	The authority of Dominic J. Andreano and Vivian Lopez-Blanco under this Power of Attorney shall
continue until the undersigned is no longer required to file Forms 3, 4, or 5 with regard to the undersigned's
ownership of or transactions in securities of the Company, unless earlier revoked in writing.

	IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of
this 10th day of May, 2012.


										/s/ Cesar L. Alvarez
										---------------------------
										Cesar L. Alvarez