| 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) 11/08/2019 | ||||||||||||||||||||||||||
| 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 | 11/08/2019 | J(1) | 146,250 | A | $0 | 146,250 | D | |||
| Class A Common Stock | 11/08/2019 | J(1) | 131,241 | A | $0 | 131,241 | I | See Footnote(2) | ||
| Class A Common Stock | 11/08/2019 | J(3) | 155,788 | A | $0 | 155,788 | I | See Footnote(3) | ||
| Class A Common Stock | 11/08/2019 | J(4) | 87,551 | A | $0 | 87,551 | I | See Footnote(4) | ||
| 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 | (5) | 11/08/2019 | A | 1,620,815 | (5) | (5) | Class A Common Stock | 1,620,815 | (5) | 1,620,815 | I | See Footnote(2) | |||
| Class B Common Stock | (5) | 11/08/2019 | A | 1,923,964 | (5) | (5) | Class A Common Stock | 1,923,964 | (5) | 1,923,964 | I | See Footnote(3) | |||
| Class B Common Stock | (5) | 11/08/2019 | A | 1,081,249 | (5) | (5) | Class A Common Stock | 1,081,249 | (5) | 1,081,249 | I | See Footnote(4) | |||
| Warrants | $11.5 | 11/08/2019 | J(2) | 78,525 | (6) | (6) | Class A Common Stock | 78,525 | $0 | 78,525 | I | See Footnote(2) | |||
| Warrants | $11.5 | 11/08/2019 | J(3) | 93,212 | (6) | (6) | Class A Common Stock | 93,212 | $0 | 93,212 | I | See Footnote(3) | |||
| Warrants | $11.5 | 11/08/2019 | J(4) | 52,384 | (6) | (6) | Class A Common Stock | 52,384 | $0 | 52,384 | I | See Footnote(4) | |||
| Explanation of Responses: |
| 1. Securities transferred in connection with the closing of the business combination transaction between the issuer and AdaptHealth Holdings LLC. |
| 2. Securities held directly by Fresh Pond Investment LLC. Securities transferred in connection with the closing of the business combination transaction between the issuer and AdaptHealth Holdings LLC. |
| 3. Securities held directly by 2321 Capital LLC. Securities transferred in connection with the closing of the business combination transaction between the issuer and AdaptHealth Holdings LLC. |
| 4. Securities held directly by LBM DBE Holdings LLC. Securities transferred in connection with the closing of the business combination transaction between the issuer and AdaptHealth Holdings LLC. |
| 5. Securities issued in connection with the closing of the business combination transaction between the issuer and AdaptHealth Holdings LLC. 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). 319,724 of the common units of AdaptHealth Holdings LLC held directly by 2321 Capital LLC are subject to vesting, with 79,931 units vesting on each of the first four anniversaries of May 20, 2019. |
| 6. The Warrants may be exercised commencing on December 8, 2019; provided that the Issuer has an effective registration statement covering the shares of Class A Common Stock issuable upon exercise of the Warrants and a current prospectus relating to them is available (or the Issuer permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement governing the Warrants). The Warrants are subject to redemption upon the terms provided in the warrant agreement. The Warrants expire November 8, 2024 or earlier upon redemption or liquidation. |
| 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/Chris Joyce, attorney-in-fact for Luke McGee *** | 11/13/2019 | |
| ** 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. | ||
