SkyKnight Capital II GP Form 4 AdaptHealth / Matthew Ebbel 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^*

SkyKnight Aero Holdings, LLC

(Last) (First) (Middle)

ONE LETTERMAN DR., BLDG. C, SUITE 3-950

(Street)

SAN FRANCISCO CA 94129

(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)
03/19/2021

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
Class A Common Stock	03/19/2021		C(1)		2,732,440	A	(1)	5,662,814	D(2)
Class A Common Stock	03/19/2021		C(1)		1,171,045	A	(1)	2,426,919	I	By SkyKnight Capital Fund II, L.P.(3)

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
Series C Preferred Stock	(1)	03/19/2021		C(1)			27,324.4	(1)	(1)	Class A Common Stock	2,732,440	$0.00	0	D(2)
Series C Preferred Stock	(1)	03/19/2021		C(1)			11,710.45	(1)	(1)	Class A Common Stock	1,171,045	$0.00	0	I	By SkyKnight Capital Fund II, L.P.(3)

1. Name and Address of Reporting Person^*

SkyKnight Aero Holdings, LLC

(Last) (First) (Middle)

ONE LETTERMAN DR., BLDG. C, SUITE 3-950

(Street)

SAN FRANCISCO CA 94129

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SkyKnight Capital, L.P.

(Last) (First) (Middle)

ONE LETTERMAN DR., BLDG. C, SUITE 3-950

(Street)

SAN FRANCISCO CA 94129

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SkyKnight Capital Management, LLC

(Last) (First) (Middle)

ONE LETTERMAN DR., BLDG. C, SUITE 3-950

(Street)

SAN FRANCISCO CA 94129

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SkyKnight Capital Fund II, L.P.

(Last) (First) (Middle)

ONE LETTERMAN DR., BLDG. C, SUITE 3-950

(Street)

SAN FRANCISCO CA 94129

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SkyKnight Capital II GP, LLC

(Last) (First) (Middle)

ONE LETTERMAN DR., BLDG. C, SUITE 3-950

(Street)

SAN FRANCISCO CA 94129

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Ebbel Matthew

(Last) (First) (Middle)

ONE LETTERMAN DR., BLDG. C, SUITE 3-950

(Street)

SAN FRANCISCO CA 94129

(City) (State) (Zip)

Explanation of Responses:

1. On March 19, 2021, the shares of Series C Preferred Stock held directly by SkyKnight Aero Holdings, LLC ("SkyKnight Aero Holdings") and SkyKnight Capital Fund II, L.P. "("SkyKnight Fund II") converted on a 100-for-one basis into the number of shares of Class A Common Stock shown in Column 7. The Series C Preferred Stock had no expiration date.

2. Shares held by SkyKnight Aero Holdings. SkyKnight Capital, L.P. ("SkyKnight Capital") is the manager of SkyKnight Aero Holdings. SkyKnight Capital Management, LLC ("SkyKnight Capital Management") is the general partner of SkyKnight Capital. Matthew Ebbel is the managing member of SkyKnight Capital Management. 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 SkyKnight Fund II. SkyKnight Capital II GP, LLC ("SkyKnight II GP") is the general partner of SkyKnight Fund II. Matthew Ebbel is the managing member of SkyKnight II 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.

Remarks:

Theodore B. Lundberg 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 Securities Exchange Act of 1934 (the "Exchange Act"), each of the Reporting Persons may be deemed directors by deputization of the Issuer. 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.

	SkyKnight Aero Holdings, LLC, By: SkyKnight Capital, L.P., its manager, By: SkyKnight Capital Management, LLC, its general partner, By: /s/ Matthew Ebbel, Title: Managing Member	03/08/2022
	SkyKnight Capital, L.P., By: SkyKnight Capital Management, LLC, its general partner, By: /s/ Matthew Ebbel, Title: Managing Member	03/08/2022
	SkyKnight Capital Management, LLC, By: /s/ Matthew Ebbel, Title: Managing Member	03/08/2022
	SkyKnight Capital Fund II, L.P, By: SkyKnight Capital II GP, LLC, its manager, By: /s/ Matthew Ebbel, Title: Managing Member	03/08/2022
	SkyKnight Capital II GP, LLC, By: /s/ Matthew Ebbel, Title: Managing Member	03/08/2022
	/s/ Matthew Ebbel	03/08/2022
	** Signature of Reporting Person	Date
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