Sec Form 4 Filing - McGee Luke @ AdaptHealth Corp. - 2019-11-08

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person McGee Luke 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 X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O ADAPTHEALTH LLC, 220 WEST GERMANTOWN PIKE, SUITE 250 3. Date of Earliest Transaction (MM/DD/YY) 11/08/2019 (Street) PLYMOUTH MEETING, PA19462 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 Class A Common Stock 11/08/2019 J( 1 ) 146,250 A $ 0 146,250 D Class A Common Stock 11/08/2019 J( 1 ) 131,241 A $ 0 131,241 I See Footnote ( 2 ) Class A Common Stock 11/08/2019 J( 3 ) 155,788 A $ 0 155,788 I See Footnote ( 3 ) Class A Common Stock 11/08/2019 J( 4 ) 87,551 A $ 0 87,551 I See Footnote ( 4 )

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 Class B Common Stock ( 5 ) 11/08/2019 A 1,620,815 ( 5 ) ( 5 ) Class A Common Stock 1,620,815 ( 5 ) 1,620,815 I See Footnote ( 2 ) Class B Common Stock ( 5 ) 11/08/2019 A 1,923,964 ( 5 ) ( 5 ) Class A Common Stock 1,923,964 ( 5 ) 1,923,964 I See Footnote ( 3 ) Class B Common Stock ( 5 ) 11/08/2019 A 1,081,249 ( 5 ) ( 5 ) Class A Common Stock 1,081,249 ( 5 ) 1,081,249 I See Footnote ( 4 ) Warrants $ 11.5 11/08/2019 J( 2 ) 78,525 ( 6 ) ( 6 ) Class A Common Stock 78,525 $ 0 78,525 I See Footnote ( 2 ) Warrants $ 11.5 11/08/2019 J( 3 ) 93,212 ( 6 ) ( 6 ) Class A Common Stock 93,212 $ 0 93,212 I See Footnote ( 3 ) Warrants $ 11.5 11/08/2019 J( 4 ) 52,384 ( 6 ) ( 6 ) Class A Common Stock 52,384 $ 0 52,384 I See Footnote ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other McGee Luke C/O ADAPTHEALTH LLC 220 WEST GERMANTOWN PIKE, SUITE 250 PLYMOUTH MEETING, PA19462 X Chief Executive Officer Signatures /s/Chris Joyce, attorney-in-fact for Luke McGee *** 11/13/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Securities transferred in connection with the closing of the business combination transaction between the issuer and AdaptHealth Holdings LLC. ( 2 )Securities held directly by Fresh Pond Investment LLC. Securities transferred in connection with the closing of the business combination transaction between the issuer and AdaptHealth Holdings LLC. ( 3 )Securities held directly by 2321 Capital LLC. Securities transferred in connection with the closing of the business combination transaction between the issuer and AdaptHealth Holdings LLC. ( 4 )Securities held directly by LBM DBE Holdings LLC. Securities transferred in connection with the closing of the business combination transaction between the issuer and AdaptHealth Holdings LLC. ( 5 )Securities issued in connection with the closing of the business combination transaction between the issuer and AdaptHealth Holdings LLC. Class B Common Stock is exchangeable (together with the same number of common units of AdaptHealth Holdings LLC) for shares of Class A Common Stock of the Issuer (or the cash value thereof). 319,724 of the common units of AdaptHealth Holdings LLC held directly by 2321 Capital LLC are subject to vesting, with 79,931 units vesting on each of the first four anniversaries of May 20, 2019. ( 6 )The Warrants may be exercised commencing on December 8, 2019; provided that the Issuer has an effective registration statement covering the shares of Class A Common Stock issuable upon exercise of the Warrants and a current prospectus relating to them is available (or the Issuer permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement governing the Warrants). The Warrants are subject to redemption upon the terms provided in the warrant agreement. The Warrants expire November 8, 2024 or earlier upon redemption or liquidation.

Remarks: *** The Power of Attorney given by the reporting person was previously filed with the U.S. Securities and Exchange Commission on November 13, 2019 as an exhibit to the Form 3 filed by the reporting person with respect to the Issuer and is hereby incorporated by reference.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.