Statement of Changes in Beneficial Ownership (4)
October 20 2020 - 04:05PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5
obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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APPROVAL
OMB Number: 3235-0287
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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 * Assured Investment
Management LLC |
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)
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(Last)
(First)
(Middle)
280 PARK AVENUE, 12TH FLOOR |
3. Date of Earliest Transaction (MM/DD/YYYY)
10/16/2020
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(Street)
NEW YORK, NY 10017
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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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. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. 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 |
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. 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 |
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 of Derivative Security: 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 |
Put Option (Right to Sell) (1)(2)(3)(4)(5)(6) |
$14.50 (4) |
10/16/2020 |
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D (3) |
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|
1898967 |
(3)(5) |
10/31/2020 |
Class A and B Common Stock (6) |
1898967 |
$0.00 |
0 |
I |
Footnotes (1)(2) |
Call Option (Obligation to
Sell) (1)(2)(3)(4)(5)(6) |
$15.76 |
10/16/2020 |
|
A (3) |
|
1898967 |
|
(3)(5) |
10/31/2020 |
Class A and B Common Stock (6) |
1898967 |
$0.00 |
0 |
I |
Footnotes (1)(2) |
Put Option (Right to Sell) (1)(2)(3)(4)(5)(6) |
$14.50 (4) |
10/16/2020 |
|
A (3) |
|
1898967 |
|
(3)(5) |
10/31/2020 |
Class A and B Common Stock (6) |
1898967 |
$0.00 |
1898967 |
I |
Footnotes (1)(2) |
Call Option (Obligation to
Sell) (1)(2)(3)(4)(5)(6) |
$15.76 |
10/16/2020 |
|
D (3) |
|
|
1898967 |
(3)(5) |
10/31/2020 |
Class A and B Common Stock (6) |
1898967 |
$0.00 |
1898967 |
I |
Footnotes (1)(2) |
Explanation of
Responses: |
(1) |
The filing of this Form 4
shall not be construed as an admission that Assured Investment
Management LLC (f/k/a BlueMountain Capital Management, LLC)
("AssuredIM") is or was for the purposes of Section 16(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
or otherwise the beneficial owner of any put options ("Put
Options") relating to shares of Class A Common Stock, par value
$0.0001 per share "Class A Common Stock") and Class B Common Stock,
par value $0.0001 per share ("Class B Common Stock"), of
AdaptHealth Corp. (the "Issuer"). Pursuant to Rule 16a-1(a)(4) of
the Exchange Act, AssuredIM disclaims such beneficial ownership,
except to the extent of its pecuniary interest. |
(2) |
AssuredIM is the investment
manager of each of: (i) BMSB L.P. ("BMSB"); (ii) BlueMountain
Fursan Fund L.P. ("FRSN"); (iii) BlueMountain Foinaven Master Fund
L.P. ("BMFV"); and (iv) BlueMountain Summit Opportunities Fund II
(US) L.P. (together with BMSB, FRSN and BMFV, the "Funds"), which
collectively are the direct beneficial owners of 1,898,967 Put
Options. AssuredIM, although it directs the exercise of the Put
Options held by the Funds, only receives an asset-based fee
relating to the Put Options held by the Funds. |
(3) |
In a Form 4 filed on May 27,
2020, the Funds reported that they entered into Put/Call Option and
Consent Agreement (the "Option Agreement") dated as of May 25, 2020
with the Issuer pursuant to which the Funds acquired the Put
Options from the Issuer and issued to the Issuer call options with
respect to the Class A Common Stock and Class B Common Stock of the
Issuer (the "Call Options"), each of which options expired on
October 31, 2020. On October 16, 2020 the Issuer and the Funds
entered into an Amendment to the Option Agreement (the "Amendment")
that extended the expiration date of both the Put Options and the
Call Options to December 31, 2020. The Amendment is reported in
this Form 4 as (i) a cancellation of the original Put Options and
Call Options and (ii) an issuance of replacement Put Options by the
Issuer to the Funds and replacement Call Options by the Funds to
the Issuer. |
(4) |
Pursuant to the Option
Agreement, the Put Options may be exercised by the Funds at a per
option price equal to the greater of (x) $14.50 and (y) 85% of the
current market value of a share of Class A Common Stock on the date
the Put Options are exercised, as determined in accordance with the
terms of the Option Agreement. |
(5) |
Pursuant to the Option
Agreement, both of the Put Options and the Call Options will become
exercisable upon the closing date of a merger involving the Issuer,
certain subsidiaries thereof, Solara Holdings, LLC and certain
entities related thereto. |
(6) |
Pursuant to the Option
Agreement, the Put Options and Call Options each relate to the
shares of Class A Common Stock and Class B Common Stock held by the
Funds, without distinguishing between such shares. |
Remarks:
Dale Wolf serves as a director of the Issuer as the representative
of AssuredIM. In connection therewith, AssuredIM may be deemed to
be a director by deputization of the Issuer solely for purposes of
Section 16(a) of the Exchange Act. As a result, AssuredIM is listed
as a "Reporting Person" in Item 1 and the "Director" box is marked
in Item 4 of this Form 4. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Assured Investment Management LLC
280 PARK AVENUE, 12TH FLOOR
NEW YORK, NY 10017 |
X |
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Signatures
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Assured Investment Management LLC, By: /s/ Eric
M. Albert, Chief Compliance Officer |
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10/20/2020 |
**Signature of Reporting
Person |
Date |