Cashin Richard M JR Form 3 AdaptHealth / VII GP, L.L.C. OEP ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

OEP VII GP, L.L.C.

(Last) (First) (Middle)

C/O ONE EQUITY PARTNERS

510 MADISON AVENUE, 19TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/01/2020

3. Issuer Name and Ticker or Trading Symbol
AdaptHealth Corp. [ AHCO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	10,930,471	I	See footnotes(1)(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Convertible Preferred Stock	(3)	(3)	Class A Common Stock	2,887,709(3)	13.75(3)	I	See footnotes(1)(2)

1. Name and Address of Reporting Person^*

OEP VII GP, L.L.C.

(Last) (First) (Middle)

C/O ONE EQUITY PARTNERS

510 MADISON AVENUE, 19TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

OEP AHCO Investment Holdings, LLC

(Last) (First) (Middle)

C/O ONE EQUITY PARTNERS

510 MADISON AVENUE, 19TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ONE EQUITY PARTNERS VII, L.P.

(Last) (First) (Middle)

C/O ONE EQUITY PARTNERS

510 MADISON AVENUE, 19TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ONE EQUITY PARTNERS VII-A, L.P.

(Last) (First) (Middle)

C/O ONE EQUITY PARTNERS

510 MADISON AVENUE, 19TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ONE EQUITY PARTNERS VII-B, L.P.

(Last) (First) (Middle)

C/O ONE EQUITY PARTNERS

510 MADISON AVENUE, 19TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

OEP VII General Partner, L.P.

(Last) (First) (Middle)

C/O ONE EQUITY PARTNERS

510 MADISON AVENUE, 19TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CASHIN RICHARD M JR

(Last) (First) (Middle)

C/O ONE EQUITY PARTNERS

510 MADISON AVENUE, 19TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Han David

(Last) (First) (Middle)

C/O ONE EQUITY PARTNERS

510 MADISON AVENUE, 19TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Explanation of Responses:

1. These securities are held directly by OEP AHCO Investment Holdings, LLC ("Investor"). Investor is owned by One Equity Partners VII, L.P., a Cayman Islands exempted limited partnership ("OEP VII LP"), One Equity Partners VII-A, L.P., a Cayman Islands exempted limited partnership ("OEP VII-A LP"), and One Equity Partners VII-B, L.P., a Delaware limited partnership ("OEP VII-B LP" and, together with OEP VII-A LP and OEP VII LP, the "Parallel Funds"). The general partner of each of the Parallel Funds is OEP VII General Partner, L.P., a Cayman Islands exempted limited partnership ("OEP VII GP"), and the general partner of OEP VII GP is OEP VII GP, L.L.C., a Cayman Islands limited liability company ("OEP VII GP LLC"). OEP VII GP LLC is member-managed by Messrs. Richard Cashin and David Han.

2. (Continued from Footnote 1) By virtue of the relationships described above, each of the Parallel Funds, OEP VII GP, OEP VII GP LLC and Messrs. Richard Cashin and David Han may be deemed to beneficially own, and share voting and dispositive power with respect to, the securities held directly by Investor. Each of the reporting persons disclaims beneficial ownership of the securities except to the extent of its or his pecuniary interest therein.

3. The number of shares of Class A Common Stock of AdaptHealth Corp., a Delaware corporation (the "Issuer"), having par value of $0.0001 per share (the "Class A Common Stock"), deliverable upon conversion of each share of Series A Convertible Preferred Stock, par value $0.0001 per share (the "Series A Preferred Stock"), is equal to 72.727273 shares, subject to customary anti-dilution and other adjustments. The terms of the Series A Preferred Stock generally restrict the conversion of such shares until the shares of Class A Common Stock issuable upon conversion thereof has been approved by stockholders of the Issuer in accordance with Nasdaq Listing Rules. Thereafter, the holder or the Issuer may convert the Series A Preferred Stock. The Series A Preferred Stock has no expiration date.

Remarks:

	OEP AHCO INVESTMENT HOLDINGS, LLC, By: /s/ Bradley J. Coppens, Authorized Person	07/09/2020
	ONE EQUITY PARTNERS VII, L.P., By: OEP VII General Partner, L.P., its general partner, By: OEP VII GP, L.L.C., its general partner, By: /s/ Gregory Belinfanti, Authorized Person	07/09/2020
	ONE EQUITY PARTNERS VII-A, L.P., By: OEP VII General Partner, L.P., its general partner, By: OEP VII GP, L.L.C., its general partner, By: /s/ Gregory Belinfanti, Authorized Person	07/09/2020
	ONE EQUITY PARTNERS VII-B, L.P., By: OEP VII General Partner, L.P., its general partner, By: OEP VII GP, L.L.C., its general partner, By: /s/ Gregory Belinfanti, Authorized Person	07/09/2020
	OEP VII GENERAL PARTNER, L.P., By: OEP VII GP, L.L.C., its general partner, By: /s/ Gregory Belinfanti, Authorized Person	07/09/2020
	OEP VII GP, L.L.C., By: /s/ Gregory Belinfanti, Authorized Person	07/09/2020
	/s/ Richard Cashin	07/09/2020
	/s/ David Han	07/09/2020
	** Signature of Reporting Person	Date
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