MD Pediatrix Medical Group Inc

The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.

Item 2 is hereby amended to add the following:

In connection with the withdrawal of Steven J. Shulman as a nominee for election to the Issuer’s Board of Directors at the Issuer’s 2020 Annual Meeting of Shareholders (the “Annual Meeting”), Mr. Shulman will no longer be a member of the Section 13(d) group and shall cease to be a Reporting Person immediately after the filing of this Amendment No. 2. The remaining Reporting Persons will continue filing as a group statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law. Each of the remaining Reporting Persons is party to the Amended and Restated Joint Filing and Solicitation Agreement, as further described in Item 6 below.

Item 3 is hereby amended and restated to read as follows:

The Shares purchased by each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and held in the Starboard Value LP Account were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein.

The aggregate purchase price of the 5,125,471 Shares beneficially owned by Starboard V&O Fund is approximately $119,144,567, excluding brokerage commissions. The aggregate purchase price of the 797,442 Shares beneficially owned by Starboard S LLC is approximately $18,583,251, excluding brokerage commissions. The aggregate purchase price of the 463,124 Shares beneficially owned by Starboard C LP is approximately $10,784,957, excluding brokerage commissions. The aggregate purchase price of the 437,509 Shares beneficially owned by Starboard L Master is approximately $10,231,138, excluding brokerage commissions. The aggregate purchase price of the 1,379,454 Shares held in the Starboard Value LP Account is approximately $32,406,435, excluding brokerage commissions.

The Shares purchased by Mr. McEachin were purchased with personal funds in the open market. The aggregate purchase price of the 625 Shares beneficially owned by Mr. McEachin is approximately $17,091, excluding brokerage commissions.

The Shares purchased by Ms. Ogilvie were purchased with personal funds in the open market. The aggregate purchase price of the 973 Shares beneficially owned by Ms. Ogilvie is approximately $24,987, excluding brokerage commissions.

The Shares purchased by Ms. Russell were purchased with personal funds in the open market. The aggregate purchase price of the 1,614 Shares beneficially owned by Ms. Russell is approximately $40,003, excluding brokerage commissions.

The Shares purchased by Mr. Shulman were purchased with personal funds in the open market. The aggregate purchase price of the 593 Shares beneficially owned by Mr. Shulman is approximately $15,000, excluding brokerage commissions.

The Shares purchased by Mr. Starcher were purchased with personal funds in the open market. The aggregate purchase price of the 616 Shares beneficially owned by Mr. Starcher is approximately $15,505, excluding brokerage commissions.

The Shares purchased by Ms. Weis were purchased with personal funds in the open market. The aggregate purchase price of the 1,007 Shares beneficially owned by Ms. Weis is approximately $24,989, excluding brokerage commissions.

Items 5(a) – (c) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 85,409,248 Shares outstanding, as of May 1, 2020, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2020.

Percentage: Approximately 6.0%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Approximately 1.1%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Approximately 9.6%

Percentage: Approximately 9.6%

Percentage: Approximately 9.6%

Percentage: Approximately 9.6%

Percentage: Approximately 9.6%

Percentage: Less than 1%

N.       Mr. Molinelli

Percentage: 0%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Less than 1%

As of the close of business on May 14, 2020, the Reporting Persons collectively beneficially owned an aggregate of 8,208,428 Shares, constituting approximately 9.6% of the Shares outstanding.

The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he, she or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he, she or it does not directly own.

Item 6 is hereby amended to add the following:

As previously disclosed, Starboard V&O Fund entered into certain forward purchase contracts providing for the purchase of 110,775 Shares having a purchase price of approximately $2,616,363 (the “August Forward Contracts”). The August Forward Contracts had a final valuation date of August 13, 2021, however, Starboard V&O Fund had the ability to elect early settlement after serving notice to the counter-party of such intention at least two scheduled trading days in advance of the desired early final valuation date. Starboard V&O Fund exercised the August Forward Contracts and thereby acquired an aggregate of 110,775 Shares. Accordingly, Starboard V&O Fund is no longer a party to the August Forward Contracts.

On May 15, 2020, the Reporting Persons entered into an Amended and Restated Joint Filing and Solicitation Agreement pursuant to which, among other things, the Reporting Persons who will remain Reporting Persons subsequent to this Amendment No. 2 agreed (a) to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer, (b) to solicit proxies or written consents for the election of the Nominees at the Annual Meeting (the “Solicitation”), and (c) that Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and Starboard Value LP through the Starboard Value Account would bear all expenses incurred in connection with the Solicitation, including approved expenses incurred by any of the parties in connection with the Solicitation, subject to certain limitations. The Amended and Restated Joint Filing and Solicitation Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 7 is hereby amended to add the following exhibit:

SIGNATURES

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

Dated: May 15, 2020

SCHEDULE A

Transactions in the Shares During the Past Sixty Days

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD

STARBOARD VALUE AND OPPORTUNITY C LP

STARBOARD VALUE AND OPPORTUNITY S LLC

STARBOARD VALUE AND OPPORTUNITY MASTER FUND L LP

STARBOARD VALUE LP

(Through the Starboard Value LP Account)