AdaptHealth (AHCO) Form 3 AdaptHealth / Theodore B. Lundberg 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^*

Lundberg Theodore B.

(Last) (First) (Middle)

C/O ADAPTHEALTH CORP.

220 WEST GERMANTOWN PIKE, SUITE 250

(Street)

PLYMOUTH MEETING PA 19462

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/02/2021

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

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

X	Director	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)

X	Form filed by One Reporting Person
	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	3,466,826(1)	I	See Footnote(2)
Class A Common Stock	328,260(1)	I	See Footnote(3)
Class A Common Stock	1,108,519(1)	I	See Footnote(4)

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 C Preferred Stock	(5)	(5)	Class A Common Stock	3,214,007(1)	(5)	I	See Footnote(2)
Series C Preferred Stock	(5)	(5)	Class A Common Stock	306,087(1)	(5)	I	See Footnote(3)
Series C Preferred Stock	(5)	(5)	Class A Common Stock	1,033,644(1)	(5)	I	See Footnote(4)

Explanation of Responses:

1. On December 1, 2020, the Issuer entered into Agreement and Plan of Merger (the "Merger Agreement") with AH Apollo Merger Sub Inc. ("Merger Sub I"), AH Apollo Merger Sub II Inc. ("Merger Sub II"), Peloton Equity, LLC (the "Stockholder Representative") and AeroCare Holdings, Inc. ("AeroCare"). The effective time of the merger occurred on February 1, 2021, at which time the outstanding shares of the Common Stock and Series C Preferred Stock of AeroCare were converted into the right to receive, among other things, shares of the Issuer's Class A Common Stock and Series C Preferred Stock, respectively, pursuant to the Merger Agreement.

2. Shares held by Peloton AeroCare SPV I, L.P. ("Peloton AeroCare I"). Peloton Equity GP, LLC ("Peloton Equity GP") is the general partner of Peloton AeroCare I. The Reporting Person is a managing member of Peloton Equity GP, and disclaims beneficial ownership of the shares held by Peloton AeroCare I except to the extent of his pecuniary interest therein, if any.

3. Shares held by Peloton AeroCare SPV II, L.P. ("Peloton AeroCare II"). Peloton Equity GP is the general partner of Peloton AeroCare II. The Reporting Person is a managing member of Peloton Equity GP, and disclaims beneficial ownership of the shares held by Peloton AeroCare II except to the extent of his pecuniary interest therein, if any.

4. Shares held by Peloton Equity I, L.P. ("Peloton Equity I"). Peloton Equity GP is the general partner of Peloton Equity I. The Reporting Person is a managing member of Peloton Equity GP, and disclaims beneficial ownership of the shares held by Peloton Equity I except to the extent of his pecuniary interest therein, if any.

5. Upon approval by the stockholders of the Issuer pursuant to the terms of the Merger Agreement, each share of Series C Preferred Stock will be convertible on a 100-for-one basis into the number of shares of the Issuer's Class A Common Stock shown in Column 3, subject to adjustments as set forth in the Certificate of Designation, Preferences and Rights of Series C Convertible Preferred Stock, Par Value $0.0001, of AdaptHealth Corp. dated as of January 29, 2021. The Series C Preferred Stock has no expiration date.

Remarks:

	/s/ Theodore B. Lundberg	02/04/2021
	** 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 5 (b)(v).
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