| 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) 12/22/2020 | ||||||||||||||||||||||||||
| 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) | 12/22/2020 | M | 1,898,967 | D | (3)(4) | 0 | I | See Footnotes(1)(2) | ||
| 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 | ||||||||
| 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"). 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 each of: (i) BMSB L.P. ("BMSB"); (ii) BlueMountain Fursan Fund L.P. ("FRSN"); (iii) BlueMountain Foinaven Master Fund L.P. ("BMFV"); and (iv) BlueMountain Summit Opportunities Fund II (US) L.P. Fund L.P. ( "BMSO" and, together with BMSB, FRSN and BMFV, the "Funds"), which are the direct beneficial owners of 0 shares of Class A Common Stock in the aggregate. AssuredIM, although it directs the disposition and voting of the Class A Common Stock held by the Funds, only receives an asset-based fee relating to the Class A Common Stock held by the Funds. |
| 3. As previously reported by AssuredIM on a Form 4 filed on December 11, 2020, the Issuer delivered notice to the Funds on December 9, 2020 for the exercise of 1,898,967 call options issued by the Funds to the Issuer with respect to the Class A Common Stock of the Issuer pursuant to the terms of the Put/Call Option and Consent Agreement dated as of May 25, 2020 by and between the Issuer, the Funds and the other parties thereto. |
| 4. On December 22, 2020, in connection with such exercise, the Funds delivered 1,898,967 shares of Class A Common Stock to 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 | 12/23/2020 | |
| ** 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. | ||
