Sec Form 4 Filing - BlueMountain Capital Management, LLC @ AdaptHealth Corp. - 2020-05-25

Insider filing report for Changes in Beneficial Ownership
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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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
BlueMountain Capital 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)
(Last) (First) (Middle)
280 PARK AVENUE, 12TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
05/25/2020
(Street)
NEW YORK, NY10017
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 ) $ 14.5 ( 3 ) 05/25/2020 A 1,898,967 ( 4 ) 10/31/2020 Class A and B Common Stock ( 5 ) 1,898,967 $ 0 1,898,967 I Footnotes ( 1 ) ( 2 )
Call Option (Obligation to Sell) ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) $ 15.76 05/25/2020 D 1,898,967 ( 4 ) 10/31/2020 Class A and B Common Stock ( 5 ) 1,898,967 $ 0 1,898,967 I Footnotes ( 1 ) ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BlueMountain Capital Management, LLC
280 PARK AVENUE, 12TH FLOOR
NEW YORK, NY10017
X
Signatures
BlueMountain Capital Management, LLC, By: /s/ Eric M. Albert, Chief Compliance Officer 05/27/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The filing of this Form 4 shall not be construed as an admission that BlueMountain Capital Management, LLC ("BMCM") 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, BMCM disclaims such beneficial ownership, except to the extent of its pecuniary interest.
( 2 )BMCM 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. BMCM, 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 )Pursuant to the Put/Call Option and Consent Agreement (the "Option Agreement") dated as of May 25, 2020 by and between the Issuer, the Funds and the other parties thereto, 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.
( 4 )Pursuant to the Option Agreement, both of the Put Options and the call options issued by the Funds to the Issuer with respect to the Class A Common Stock and Class B Common Stock of the Issuer (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.
( 5 )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 BMCM. In connection therewith, BMCM 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, BMCM is listed as a "Reporting Person" in Item 1 and the "Director" box is marked in Item 4 of this Form 4.

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).
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