Peloton Equity I Form 4 AdaptHealth / CARLOS A FERRER 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

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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^*

Peloton Equity AeroCare SPV I, L.P.

(Last) (First) (Middle)

66 FIELD POINT ROAD, 2ND FLOOR

(Street)

GREENWICH CT 06830

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2023

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/15/2023		J(1)		2,220,278	D	(1)	4,460,555	D(2)
Common Stock	05/15/2023		J(1)		211,449	D	(1)	422,898	I	By Peloton Equity AeroCare SPV II, L.P.(3)
Common Stock	05/15/2023		J(1)		714,054	D	(1)	1,428,109	I	By Peloton Equity I, L.P.(4)
Common Stock								675,832(5)	I	By Peloton Equity GP, LLC(5)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Peloton Equity AeroCare SPV I, L.P.

(Last) (First) (Middle)

66 FIELD POINT ROAD, 2ND FLOOR

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Peloton Equity AeroCare SPV II, L.P.

(Last) (First) (Middle)

66 FIELD POINT ROAD, 2ND FLOOR

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Peloton Equity I, L.P.

(Last) (First) (Middle)

66 FIELD POINT ROAD, 2ND FLOOR

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Peloton Equity GP, LLC

(Last) (First) (Middle)

66 FIELD POINT ROAD, 2ND FLOOR

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

FERRER CARLOS A

(Last) (First) (Middle)

66 FIELD POINT ROAD, 2ND FLOOR

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

Explanation of Responses:

1. On May 15, 2023, each of Peloton AeroCare SPV I, L.P. ("Peloton AeroCare I"), Peloton AeroCare SPV II, L.P. ("Peloton AeroCare II") and Peloton Equity I, L.P. ("Peloton Equity I") distributed to their limited partners, pro rata and without consideration, 2,220,278 shares, 211,449 shares and 714,054 shares, respectively, of Common Stock. The aforementioned distributions were made in accordance with the exemptions afforded under Rule 16a-9(a) and Rule 16a-13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

2. Shares held by Peloton AeroCare I. Peloton Equity GP, LLC ("Peloton Equity GP") is the general partner of Peloton AeroCare I. Carlos Ferrer and Theodore B. Lundberg are the managing members of Peloton Equity GP. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.

3. Shares held by Peloton AeroCare II. Peloton Equity GP is the general partner of Peloton AeroCare II. Carlos Ferrer and Theodore B. Lundberg are the managing members of Peloton Equity GP. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.

4. Shares held by Peloton Equity I. Peloton Equity GP is the general partner of Peloton Equity I. Carlos Ferrer and Theodore B. Lundberg are the managing members of Peloton Equity GP. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.

5. Shares held by Peloton Equity GP. Includes 675,832 shares of Common Stock received in the distributions described herein made in accordance with the exemptions afforded under Rule 16a-9(a) and Rule 16a-13 of the Exchange Act. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.

Remarks:

Theodore B. Lundberg, a managing member of Peloton Equity GP, has been deputized to represent the Reporting Persons on the board of directors of the Issuer. By virtue of Mr. Lundberg's representation, for purposes of Section 16 of the Exchange Act, each of the Reporting Persons may be deemed directors by deputization of the Issuer. Mr. Lundberg has filed a separate Section 16 report disclosing securities of the Issuer that he may be deemed to beneficially own for Section 16 purposes. This filing shall not be deemed an admission that any Reporting Person is a beneficial owner of the securities reported in this filing for purposes of Section 16 of the Exchange Act or otherwise, or is subject to Section 16 of the Exchange Act, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any.

	Peloton Equity AeroCare SPV I, L.P., By: Peloton Equity GP, LLC, its general partner By: /s/ Theodore B. Lundberg, Name: Theodore B. Lundberg, Title: Managing Member	05/16/2023
	Peloton Equity AeroCare SPV II, L.P., By: Peloton Equity GP, LLC, its general partner By: /s/ Theodore B. Lundberg, Name: Theodore B. Lundberg, Title: Managing Member	05/16/2023
	Peloton Equity I, L.P., By: Peloton Equity GP, LLC, its general partner By: /s/ Theodore B. Lundberg, Name: Theodore B. Lundberg, Title: Managing Member	05/16/2023
	Peloton Equity GP, LLC, By: /s/ Theodore B. Lundberg, Name: Theodore B. Lundberg, Title: Managing Member	05/16/2023
	Carlos Ferrer, by: /s/ Carlos Ferrer	05/16/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** 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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