Statement of Changes in Beneficial Ownership (4)
November 13 2020 - 04:06PM
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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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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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)
11/11/2020
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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 |
Class A Common Stock (1)(2)(3)(4) |
11/12/2020 |
|
C |
|
150581 |
A |
(3)(4) |
3797934 |
I |
Footnotes (1)(2)(3) |
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 |
Class B Common Stock (1)(2)(3)(4) |
(3) |
11/11/2020 |
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C |
|
|
150581 |
11/8/2019 |
(3) |
Class A Common Stock (3) |
(3) |
$0.00 |
0 |
I |
Footnotes (1)(2)(3) |
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 shares of Class A Common
Stock, par value $0.0001 per share ("Class A Common Stock"), of
AdaptHealth Corp. (the "Issuer") or Class B Common Stock, par value
$0.0001 per share ("Class B Common Stock" and, together with the
Class A Common Stock, the "Common Stock"), of 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 BlueMountain Summit Opportunities Fund II (US) L.P. (the
"Fund"), which was the direct beneficial owner of 150,581 shares of
Class B Common Stock and is the beneficial owner of 150,581 shares
of Class A Common Stock. AssuredIM, although it directs the
disposition and voting of the Common Stock held by the Fund, only
receives an asset-based fee relating to the Common
Stock. |
(3) |
Pursuant to the terms of the
Exchange Agreement dated as of November 8, 2019 by and among the
Issuer, AdaptHealth Holdings LLC, a subsidiary of the Issuer, and
the other parties thereto (the "Exchange Agreement"), each share of
Class B Common Stock, when combined with a common unit representing
limited liability company interests in AdaptHealth Holdings LLC
("LLC Unit"), is exchangeable at any time for one share of Class A
Common Stock or, at the Issuer's election, the cash equivalent to
the market value of one share of Class A Common Stock. The Class B
Common Stock has no expiration date. |
(4) |
On November 11, 2020, the
Fund delivered notice to the Issuer for the conversion of 150,581
shares of Class B Common Stock and LLC Units pursuant to the terms
of the Exchange Agreement. On November 12, 2020, in connection with
such conversion, the Fund received 150,581 shares of Class A Common
Stock from the Issuer. |
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
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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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11/13/2020 |
**Signature of Reporting
Person |
Date |