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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol AdaptHealth Corp. [ AHCO ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 11/11/2020 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | ||||||
Class A Common Stock(1)(2)(3)(4) | 11/12/2020 | C | 150,581 | A | (3)(4) | 3,797,934 | I | Footnotes(1)(2)(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Class B Common Stock(1)(2)(3)(4) | (3) | 11/11/2020 | C | 150,581 | 11/08/2019 | (3) | Class A Common Stock(3) | (3) | $0.00 | 0 | I | Footnotes(1)(2)(3) |
Explanation of Responses: |
1. The filing of this Form 4 shall not be construed as an admission that Assured Investment Management LLC (f/k/a BlueMountain Capital Management, LLC) ("AssuredIM") is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise the beneficial owner of any shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), of AdaptHealth Corp. (the "Issuer") or Class B Common Stock, par value $0.0001 per share ("Class B Common Stock" and, together with the Class A Common Stock, the "Common Stock"), of the Issuer. Pursuant to Rule 16a-1(a)(4) of the Exchange Act, AssuredIM disclaims such beneficial ownership, except to the extent of its pecuniary interest. |
2. AssuredIM is the investment manager of BlueMountain Summit Opportunities Fund II (US) L.P. (the "Fund"), which was the direct beneficial owner of 150,581 shares of Class B Common Stock and is the beneficial owner of 150,581 shares of Class A Common Stock. AssuredIM, although it directs the disposition and voting of the Common Stock held by the Fund, only receives an asset-based fee relating to the Common Stock. |
3. Pursuant to the terms of the Exchange Agreement dated as of November 8, 2019 by and among the Issuer, AdaptHealth Holdings LLC, a subsidiary of the Issuer, and the other parties thereto (the "Exchange Agreement"), each share of Class B Common Stock, when combined with a common unit representing limited liability company interests in AdaptHealth Holdings LLC ("LLC Unit"), is exchangeable at any time for one share of Class A Common Stock or, at the Issuer's election, the cash equivalent to the market value of one share of Class A Common Stock. The Class B Common Stock has no expiration date. |
4. On November 11, 2020, the Fund delivered notice to the Issuer for the conversion of 150,581 shares of Class B Common Stock and LLC Units pursuant to the terms of the Exchange Agreement. On November 12, 2020, in connection with such conversion, the Fund received 150,581 shares of Class A Common Stock from the Issuer. |
Remarks: |
Dale Wolf serves as a director of the Issuer as the representative of AssuredIM. In connection therewith, AssuredIM may be deemed to be a director by deputization of the Issuer solely for purposes of Section 16(a) of the Exchange Act. As a result, AssuredIM is listed as a "Reporting Person" in Item 1 and the "Director" box is marked in Item 4 of this Form 4. |
Assured Investment Management LLC, By: /s/ Eric M. Albert, Chief Compliance Officer | 11/13/2020 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |