Cashin Richard M JR Form 4 AdaptHealth / VII GP, L.L.C. OEP ownership change

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

OEP VII GP, L.L.C.

(Last)

(First)

(Middle)

C/O ONE EQUITY PARTNERS

510 MADISON AVENUE, 19TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/07/2020

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	07/07/2020		J⁽³⁾		1,725,812⁽³⁾	D⁽³⁾	⁽³⁾	10,930,471⁽¹⁾⁽²⁾⁽³⁾	I	See footnotes⁽¹⁾⁽²⁾
Class A Common Stock	07/07/2020		J⁽³⁾		1,725,812⁽³⁾	A⁽³⁾	⁽³⁾	10,930,471⁽¹⁾⁽²⁾⁽³⁾	I	See footnotes⁽¹⁾⁽²⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Preferred Stock	$13.75⁽⁴⁾	07/07/2020		J⁽³⁾			6,269⁽³⁾	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	455,940⁽³⁾⁽⁴⁾	⁽³⁾⁽⁴⁾	39,706⁽³⁾⁽⁴⁾	I	See footnotes⁽¹⁾⁽²⁾
Series A Convertible Preferred Stock	$13.75⁽⁴⁾	07/07/2020		J⁽³⁾		6,269⁽³⁾		⁽⁴⁾	⁽⁴⁾	Class A Common Stock	455,940⁽³⁾⁽⁴⁾	⁽³⁾⁽⁴⁾	39,706⁽³⁾⁽⁴⁾	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

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

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

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

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

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

OEP VII Project A Co-Investment Partners, L.P.

(Last)

(First)

(Middle)

C/O ONE EQUITY PARTNERS

510 MADISON AVENUE, 19TH FLOOR

(Street)

NEW YORK

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

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

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

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"), One Equity Partners VII-B, L.P., a Delaware limited partnership ("OEP VII-B LP"), and OEP VII Project A Co-Investment Partners, L.P., a Delaware limited partnership ("OEP VII Project A LP" and, together with OEP VII LP, OEP VII-A LP and OEP VII-B 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. In connection with a re-allocation of ownership interests in Investor, the Reporting Persons are filing this Form 4 to report the acquisition by OEP VII Project A LP of membership interests in Investor, which reduced the relative percentage of membership interests of Investor owned by each of OEP VII LP, OEP VII-A LP and OEP VII-B LP prior to such acquisition. No shares of Class A Common Stock or Series A Convertible Preferred Stock were transferred by Investor in connection with such transaction.

4. 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 PROJECT A CO-INVESTMENT PARTNERS, 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
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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Cashin Richard M JR Form 4AdaptHealth / VII GP, L.L.C. OEP ownership change