SECURITIES AND EXCHANGE COMMISSION
Under the Securities Exchange Act of 1934
(Amendment No. )*
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
c/o AdaptHealth Corp.
220 West Germantown Pike, Suite 250
Plymouth Meeting, PA 19462
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 7, 2020
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
statement on Schedule 13D (this “Schedule 13D”), and is filing this
Schedule 13D because of Rule 13d-1(e), 13d-1(f) or
13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See Rule 13d-7 for other parties to whom copies are to be
*The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The information required on the remainder of this cover
page shall not be deemed to be “filed” for the purpose of
Section 18 of the Securities Exchange Act of 1934 (the
“Act”) or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
No. – 00653Q102
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP
SEC USE ONLY
SOURCE OF FUNDS
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
CITIZENSHIP OR PLACE OF ORGANIZATION
SOLE VOTING POWER
SHARED VOTING POWER
SOLE DISPOSITIVE POWER
SHARED DISPOSITIVE POWER
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
TYPE OF REPORTING PERSON
224,121 shares of Class A Common Stock underlying warrants
that are currently exercisable.
||Security and Issuer.
This Schedule 13D relates to the Class A Common Stock, par
value $0.0001 per share (the “Class A Common Stock”), of
AdaptHealth Corp., a Delaware corporation (the “Issuer” or the
“Company”). The principal executive offices of the Company are
located at 220 West Germantown Pike, Suite 250, Plymouth
Meeting, PA 19462.
(a) The person filing this Schedule 13D is Luke McGee (the
(b) The principal business address of the Reporting Person is
220 West Germantown Pike, Suite 250, Plymouth Meeting, PA
(c) The Reporting Person is the Chief Executive Officer and a
director of the Company.
(d) During the last five years, the Reporting Person has not
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, the Reporting Person has not
been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding
was not or is not subject to a judgement, decree or final order
enjoining future violations of or prohibiting or mandating
activities subject to, federal or state securities laws or finding
violation with respect to such laws.
(f) The Reporting Person is a citizen of the United States of
||Source and Amount of Funds or
The information set forth in Item 4 hereof is hereby incorporated
by reference into this Item 3, as applicable.
||Purpose of Transaction.
The Reporting Person originally acquired units of AdaptHealth
Holdings LLC, a Delaware limited liability company (“AdaptHealth
Holdings”), for investment purposes and as part of his compensation
as an officer of AdaptHealth Holdings.
On November 8, 2019, the Reporting Person and certain
affiliates thereof acquired shares of Class A Common Stock,
Class B Common Stock, par value $0.0001 per share (the
“Class B Common Stock”), of the Company, units of AdaptHealth
Holdings and warrants to acquire shares of Class A Common
Stock (“Warrants”), in each case in connection with the
consummation of the transaction (the “Business Combination”)
pursuant to that certain Agreement and Plan of Merger, dated as of
July 8, 2019 (as amended, the “Merger Agreement”), by and
among the Company (which was formerly called DFB Healthcare
Acquisitions Corp.), BM AH Holdings, LLC, a Delaware limited
liability company, Access Point Medical, Inc., a Delaware
corporation, DFB Merger Sub LLC, a Delaware limited liability
company, AdaptHealth Holdings, AH Representative LLC, a Delaware
limited liability company, and certain other owners of equity
interests in AdaptHealth Holdings.
On December 7, 2020, the Reporting Person caused certain
affiliates thereof to elect to exchange an aggregate of 4,136,235
shares of Class B Common Stock of the Company (along with an
equal number of units of AdaptHealth Holdings) for Class A
Common Stock pursuant to the terms of the Exchange Agreement (as
defined in Item 6 below). In response to such election, the Company
elected to deliver 2,823,427 shares of Class A Common Stock
and an amount in cash in lieu of 1,312,808 shares of Class A
Common Stock (at a price equal to $29.36 per share), in each case,
pursuant to the terms of the Exchange Agreement.
The Reporting Person does not have any current plans or proposals
that relate to or that would result in any of the transactions or
other matters specified in clauses (a) through (j) of
Item 4 of Schedule 13D.
||Interest in Securities of the
(a)-(b) All percentages set forth in this Schedule 13D are
based on 71,390,810 shares of Class A Common Stock known by
the Reporting Person to be outstanding as of December 15, 2020
plus (y) the 224,121 shares of Class A Common
Stock underlying warrants that are currently exercisable
less (z) the 1,898,967 shares of Class A Common
Stock repurchased by the Company pursuant to that certain Put/Call
Option and Consent Agreement, dated as of May 25, 2020, by and
among the Company, AdaptHealth Holdings and the other parties
identified therein, as described in Exhibit 99.2 to the
Company’s Current Report on Form 8-K filed with the Securities
and Exchange Commission on December 14, 2020.
The information set forth in Rows 7-13 of the Cover Page of
this Schedule 13D is hereby incorporated herein by reference.
(c) Except as set forth in Item 4 of this Schedule 13D, the
Reporting Person has not engaged in any transactions in the
Company’s securities during the past 60 days.
(d) As of the date of this Schedule 13D, no person other than
the Reporting Person is known to the Reporting Person to have the
right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the shares of Class A
Common Stock covered by this Schedule 13D.
(e) Not applicable.
Understandings or Relationships with Respect to Securities of the
(i) Exchange Agreement
Concurrently with the consummation of the Business Combination, the
Company, AdaptHealth Holdings and members of AdaptHealth Holdings
entered into an Exchange Agreement (the “Exchange Agreement”),
providing that, subject to certain conditions and limitations,
holders of units of AdaptHealth Holdings, other than the Company,
have the right to exchange their units of AdaptHealth Holdings (and
a corresponding number of shares of Class B Common Stock) for
shares of Class A Common Stock at an exchange ratio of one
share of Class A Common Stock for each unit of AdaptHealth
Holdings (and corresponding share of Class B Common Stock)
exchanged, subject to conversion rate adjustments for stock splits,
stock dividends and reclassifications, among other things (subject
to the Company’s right to elect to deliver cash in lieu of such
shares of Class A Common Stock).
The foregoing description of the Exchange Agreement is a summary
only and is qualified in its entirety by the terms and conditions
of the Exchange Agreement, the form of which is filed as
Exhibit 1 hereto.
(ii) Registration Rights Agreement
On July 1, 2020, the Company entered into an amended and
restated registration rights agreement (the “Registration Rights
Agreement”) with the Reporting Person and the other parties
identified therein. The Registration Rights Agreement amended and
restated a prior registration rights agreement pursuant to which
the Company, among other things, agreed to register for resale
(i) shares of Class A Common Stock issuable
(a) pursuant to existing contractual obligations or
(b) upon the future exercise of private placement warrants or
the future exchange of common units representing limited liability
company interests in AdaptHealth Holdings pursuant to certain
contractual obligations, and (ii) shares of Class B
Common Stock (collectively, “Registrable Securities”).
Pursuant to the Registration Rights Agreement, the Company is
obligated to file a shelf registration statement registering the
resale of all of the Registrable Securities. In addition, subject
to certain requirements and customary conditions, the equityholders
that are party thereto (the “Equityholders”) may demand, at any
time or from time to time, that the Issuer file a registration
statement on Form S-1, or any similar long-form
registration statement, or if available,
on Form S-3 to register the shares of the
Class A Common Stock held by the Equityholders. The
Registration Rights Agreement also provides the Equityholders with
“piggy-back” registration rights, subject to certain requirements
and customary conditions.
The foregoing description of the Registration Rights Agreement is a
summary only and is qualified in its entirety by the terms and
conditions of the Registration Rights Agreement, which is filed as
Exhibit 2 hereto.
(iii) Voting Agreements
On December 1, 2020, the Reporting Person and certain of his
affiliates entered into voting agreements (the “Voting Agreements”)
with the Stockholder Representative (as defined below), pursuant to
which such persons agreed to vote their shares of Class A
Common Stock and Class B Common Stock in favor of the approval
by the Company’s stockholders (the “Stockholder Approval”), as may
be required by the Nasdaq Listing Rules, including pursuant to
Nasdaq Rule 5635(a), of the removal of the conversion
restrictions as will be applicable to the Series C Preferred
Stock, par value $0.0001 per share, of the Company to be issued
pursuant to the Agreement and Plan of Merger, dated as of
December 1, 2020, by and among the Company, AeroCare
Holdings, Inc., a Delaware corporation (“AeroCare”), AH Apollo
Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary
of the Company, AH Apollo Merger Sub II Inc., a Delaware
corporation and wholly-owned subsidiary of the Company, and Peloton
Equity, LLC, a Delaware limited liability company, solely in its
capacity as the representative, agent and attorney-in-fact of the
AeroCare equityholders (the “Stockholder Representative”).
The foregoing description of the Voting Agreements is a summary
only and is qualified in its entirety by the terms and conditions
of the Voting Agreements, the form of which is filed as
Exhibit 3 hereto and is incorporated herein by reference.
||Material to Be Filed as
||Exchange Agreement, dated
November 8, 2019, by and between the Company, AdaptHealth
Holdings and certain members of AdaptHealth Holdings (incorporated
by reference to Exhibit 10.1 to the Issuer’s Current Report on
Form 8-K filed with the SEC on November 14,
||Amended and Restated Registration
Rights Agreement, dated July 1, 2020, among the Company and
the stockholders party thereto (incorporated by reference to
Exhibit 4.1 to the Issuer’s Current Report on
Form 8-K filed with the SEC on July 2, 2020).
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth in
this Schedule 13D is true, complete and correct.
Dated: December 17, 2020
/s/ Luke McGee