AdaptHealth (AHCO) Form 4 AdaptHealth / Shaw Rietkerk 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^*

Rietkerk Shaw

(Last) (First) (Middle)

C/O ADAPTHEALTH LLC

220 WEST GERMANTOWN PIKE, SUITE 250

(Street)

PLYMOUTH MEETING PA 19462

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

3. Date of Earliest Transaction (Month/Day/Year)
12/07/2020

4. 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 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
Class A Common Stock	12/07/2020		M		149,871	A	(1)	257,224	D
Class A Common Stock	12/07/2020		D		45,000(2)	D	$29.36	212,224	D
Class A Common Stock	12/07/2020		S		12,000	D	$34.91(3)	200,224	D

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
Class B Common Stock	(4)	12/07/2020		M			149,871	(4)	(4)	Class A Common Stock	149,871	(4)	89,922	D

Explanation of Responses:

1. Represents shares of Class A Common Stock of the Issuer issued upon an exchange of an equivalent number of shares of Class B Common Stock of the Issuer pursuant to the terms of that certain Exchange Agreement, dated as of November 8, 2019 (the "Exchange Agreement"), by and among the Issuer, AdaptHealth Holdings LLC and the other parties thereto (together with the same number of common units of AdaptHealth Holdings LLC).

2. Represents the number of shares of Class A Common Stock otherwise issuable upon the exchange of shares of Class B Common Stock of the Issuer (together with the same number of common units of AdaptHealth Holdings LLC) with respect to which the Issuer elected to deliver cash in lieu of shares of Class A Common Stock pursuant to the terms of the Exchange Agreement.

3. This transaction was executed in multiple trades at prices ranging from $34.86 to $35.23. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected.

4. The Class B Common Stock is exchangeable (together with the same number of common units of AdaptHealth Holdings LLC) for shares of Class A Common Stock of the Issuer (or the cash value thereof). 119,896 of the common units of AdaptHealth Holdings LLC held by the reporting person are subject to vesting, with 29,974 units vesting on each of the first four anniversaries of May 20, 2019.

Remarks:

*** The Power of Attorney given by the reporting person was previously filed with the U.S. Securities and Exchange Commission on November 13, 2019 as an exhibit to the Form 3 filed by the reporting person with respect to the Issuer and is hereby incorporated by reference.

	/s/ Christopher Joyce, as attorney-in-fact for Shaw Rietkerk***	12/09/2020
	** 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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