Sec Form 4 Filing - OEP VII GP, L.L.C. @ AdaptHealth Corp. - 2020-08-06

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 OEP VII GP, L.L.C. 2. Issuer Name and Ticker or Trading Symbol AdaptHealth Corp. [ AHCO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O ONE EQUITY PARTNERS, 510 MADISON AVENUE, 19TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 08/06/2020 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 Class A Common Stock 08/06/2020 J( 3 ) 862,983 ( 3 ) D ( 3 ) 10,930,471 ( 1 ) ( 2 ) ( 3 ) I See footnotes ( 1 ) ( 2 ) Class A Common Stock 08/06/2020 J( 3 ) 862,983 ( 3 ) A ( 3 ) 10,930,471 ( 1 ) ( 2 ) ( 3 ) I See footnotes ( 1 ) ( 2 )

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 Exerci sable Expiration Date Title Amount or Number of Shares Series A Convertible Preferred Stock $ 13.75 ( 4 ) 08/06/2020 J( 3 ) 3,134 ( 3 ) ( 4 ) ( 4 ) Class A Common Stock 227,927 ( 3 ) ( 4 ) ( 3 ) ( 4 ) 39,706 ( 3 ) ( 4 ) I See footnotes ( 1 ) ( 2 ) Series A Convertible Preferred Stock $ 13.75 ( 4 ) 08/06/2020 J( 3 ) 3,134 ( 3 ) ( 4 ) ( 4 ) Class A Common Stock 227,927 ( 3 ) ( 4 ) ( 3 ) ( 4 ) 39,706 ( 3 ) ( 4 ) I See footnotes ( 1 ) ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other OEP VII GP, L.L.C. C/O ONE EQUITY PARTNERS 510 MADISON AVENUE, 19TH FLOOR NEW YORK, NY10022 X OEP AHCO Investment Holdings, LLC C/O ONE EQUITY PARTNERS 510 MADISON AVENUE, 19TH FLOOR NEW YORK, NY10022 X ONE EQUITY PARTNERS VII, L.P. C/O ONE EQUITY PARTNERS 510 MADISON AVENUE, 19TH FLOOR NEW YORK, NY10022 X ONE EQUITY PARTNERS VII-A, L.P. C/O ONE EQUITY PARTNERS 510 MADISON AVENUE, 19TH FLOOR NEW YORK, NY10022 X ONE EQUITY PARTNERS VII-B, L.P. C/O ONE EQUITY PARTNERS 510 MADISON AVENUE, 19TH FLOOR NEW YORK, NY10022 X OEP VII Project A Co-Investment Partners, L.P. C/O ONE EQUITY PARTNERS 510 MADISON AVENUE, 19TH FLOOR NEW YORK, NY10022 X OEP VII General Partner, L.P. C/O ONE EQUITY PARTNERS 510 MADISON AVENUE, 19TH FLOOR NEW YORK, NY10022 X CASHIN RICHARD M JR C/O ONE EQUITY PARTNERS 510 MADISON AVENUE, 19TH FLOOR NEW YORK, NY10022 X Han David C/O ONE EQUITY PARTNERS 510 MADISON AVENUE, 19TH FLOOR NEW YORK, NY10022 X Signatures OEP AHCO INVESTMENT HOLDINGS, LLC, By: /s/ Bradley J. Coppens, Authorized Person 08/10/2020 Signature of Reporting Person Date ONE EQUITY PARTNERS VII, L.P., By: OEP VII General Partner, L.P., its general partner, By: OEP VII GP, L.L.C., its general partner, By: /s/ GregoryBelinfanti, Authorized Person 08/10/2020 Signature of Reporting Person Date ONE EQUITY PARTNERS VII-A, L.P., By: OEP VII General Partner, L.P., its general partner, By: OEP VII GP, L.L.C., its general partner, By: /s/Gregory Belinfanti, Authorized Person 08/10/2020 Signature of Reporting Person Date ONE EQUITY PARTNERS VII-B, L.P., By: OEP VII General Partner, L.P., its general partner, By: OEP VII GP, L.L.C., its general partner, By: /s/Gregory Belinfanti, Authorized Person 08/10/2020 Signature of Reporting Person Date OEP VII PROJECT A CO-INVESTMENT PARTNERS, L.P., By: OEP VII General Partner, L.P., its general partner, By: OEP VII GP, L.L.C., its generalpartner, By: /s/ Gregory Belinfanti, Authorized Person 08/10/2020 Signature of Reporting Person Date OEP VII GENERAL PARTNER, L.P., By: OEP VII GP, L.L.C., its general partner, By: /s/ Gregory Belinfanti, Authorized Person 08/10/2020 Signature of Reporting Person Date OEP VII GP, L.L.C., By: /s/ Gregory Belinfanti, Authorized Person 08/10/2020 Signature of Reporting Person Date /s/ Richard Cashin 08/10/2020 Signature of Reporting Person Date /s/ David Han 08/10/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These securities are held directly by OEP AHCO Investment Holdings, LLC ("Investor"). Investor is owned by One Equity Partners VII, L.P., a Cayman Islands exempted limited partnership ("OEP VII LP"), One Equity Partners VII-A, L.P., a Cayman Islands exempted limited partnership ("OEP VII-A LP"), One Equity Partners VII-B, L.P., a Delaware limited partnership ("OEP VII-B LP"), and OEP VII Project A Co-Investment Partners, L.P., a Delaware limited partnership ("OEP VII Project A LP" and, together with OEP VII LP, OEP VII-A LP and OEP VII-B LP, the "Parallel Funds"). The general partner of each of the Parallel Funds is OEP VII General Partner, L.P., a Cayman Islands exempted limited partnership ("OEP VII GP"), and the general partner of OEP VII GP is OEP VII GP, L.L.C., a Cayman Islands limited liability company ("OEP VII GP LLC"). OEP VII GP LLC is member-managed by Messrs. Richard Cashin and David Han. ( 2 )(Continued from Footnote 1) By virtue of the relationships described above, each of the Parallel Funds, OEP VII GP, OEP VII GP LLC and Messrs. Richard Cashin and David Han may be deemed to beneficially own, and share voting and dispositive power with respect to, the securities held directly by Investor. Each of the reporting persons disclaims beneficial ownership of the securities except to the extent of its or his pecuniary interest therein. ( 3 )In connection with a re-allocation of ownership interests in Investor, the Reporting Persons are filing this Form 4 to report the acquisition by OEP VII Project A LP of additional membership interests in Investor, which reduced the relative percentage of membership interests of Investor owned by each of OEP VII LP, OEP VII-A LP and OEP VII-B LP prior to such acquisition. No shares of Class A Common Stock or Series A Convertible Preferred Stock were transferred by Investor in connection with such transaction. ( 4 )The number of shares of Class A Common Stock of AdaptHealth Corp., a Delaware corporation (the "Issuer"), having par value of $0.0001 per share (the "Class A Common Stock"), deliverable upon conversion of each share of Series A Convertible Preferred Stock, par value $0.0001 per share (the "Series A Preferred Stock"), is equal to 72.727273 shares, subject to customary anti-dilution and other adjustments. The terms of the Series A Preferred Stock generally restrict the conversion of such shares until the shares of Class A Common Stock issuable upon conversion thereof has been approved by stockholders of the Issuer in accordance with Nasdaq Listing Rules. Thereafter, the holder or the Issuer may convert the Series A Preferred Stock. The Series A Preferred Stock has no expiration date.

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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