Sec Form 4 Filing - Flynn James E @ 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

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1. Name and Address of Reporting Person Flynn James E 2. Issuer Name and Ticker or Trading Symbol AdaptHealth Corp. [ AHCO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) X __ Other (specify below) *Director by Deputization (Last) (First) (Middle) 780 THIRD AVENUE, 37TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 11/08/2019 (Street) NEW YORK, NY10017 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 Common Stock 11/08/2019 A( 1 ) 12,400,000 A $ 10 14,900,000 I Through Deerfield Private Design Fund IV, L.P. ( 2 ) ( 3 ) Common Stock 11/08/2019 J( 4 ) 652,253 ( 4 ) D $ 0 ( 4 ) 2,279,888 ( 4 ) I Through Deerfield/RAB Ventures, LLC ( 2 ) ( 3 ) Common Stock 11/08/2019 J( 5 ) 6,087 D $ 0 ( 5 ) 20,000 I Through Deerfield Management Company, L.P. ( 2 ) ( 3 ) ( 6 )

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 Private Placement Warrants $ 11.5 11/08/2019 J( 4 ) 460,685 ( 4 ) ( 7 ) ( 7 ) Common Stock 460,685 ( 4 ) $ 0 ( 4 ) 1,640,981 ( 4 ) I Through Deerfield/RAB Ventures, LLC ( 2 ) ( 3 ) Public Warrants $ 11.5 ( 8 ) ( 8 ) Common Stock 833,333 833,333 I Through Deerfield Private Design Fund IV, L.P. ( 2 ) ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Flynn James E 780 THIRD AVENUE, 37TH FLOOR NEW YORK, NY10017 X X *Director by Deputization Deerfield Mgmt IV, L.P. 780 THIRD AVENUE, 37TH FLOOR NEW YORK, NY10017 X X * Director by Deputization DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) 780 THIRD AVENUE, 37TH FLOOR NEW YORK, NY10017 X X * Director by Deputization Deerfield Private Design Fund IV, L.P. 780 THIRD AVENUE 37TH FLOOR NEW YORK, NY10017 X X * Director by Deputization Signatures /s/ Jonathan Isler, Attorney-in-Fact 11/13/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On November 8, 2019, in connection with (and immediately prior to) the consummation of the Issuer's initial business combination (the "AdaptHealth Transaction") with AdaptHealth Holdings, LLC ("AdaptHealth"), Deerfield Private Design Fund IV, L.P. ("Deerfield Private Design Fund IV") acquired from the Issuer 12,400,000 shares of common stock of the Issuer. ( 2 )This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Private Design Fund IV is a member of Deerfield/RAB Ventures, LLC ("DRV LLC"), and is entitled to appoint one of the two members of DRV LLC's board of managers. Deerfield Mgmt IV, L.P. is the general partner of Deerfield Private Design Fund IV. Deerfield Management Company, L.P. ("Deerfield Management") is the investment manager of Deerfield Private Design Fund IV. James E. Flynn is the sole member of the general partner of each of Deerfield Management and Deerfield Mgmt IV, L.P. ( 3 )In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by Deerfield Private Design Fund IV or for the benefit of Deerfield Management, or in which Deerfield Private Design Fund IV has a pecuniary interest through DRV LLC, is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise. ( 4 )On November 8, 2019, in connection with (and immediately prior to) the consummation of the Issuer's initial business combination, DRV LLC transferred to AdaptHealth and certain of its equityholders and employees shares of the Issuer's common stock and Private Placement Warrants, in each case, for no consideration. The numbers set forth in Column 4 of Table I and Columns 5 and 7 of Table II reflect the numbers of such transferred shares of common stock and Private Placement Warrants, as applicable, in respect of which, at the time of such transfer, Deerfield Private Design Fund IV had a pecuniary interest through its interest in DRV LLC, and the numbers set forth in Column 5 of Table I and Column 9 of Table II reflect the numbers of shares of common stock and Private Placement Warrants held by DRV LLC following such transfer in which Deerfield Private Design Fund IV had a pecuniary interest through its interest in DRV LLC. ( 5 )On November 8, 2019, in connection with (and immediately prior to) the consummation of the Issuer's initial business combination, Steven Hochberg transferred to AdaptHealth and certain of its equityholders and employees shares of the Issuer's common stock for no consideration. ( 6 )Steven Hochberg, a partner in Deerfield Management Company, served on the board of directors of the Issuer until the expiration of his term as a director immediately following the completion of the AdaptHealth Transaction. The common stock owned by Steven Hochberg and reported herein is held for the benefit, and at the direction, of Deerfield Management. ( 7 )The Private Placement Warrants are substantially similar to the Public Warrants (see Footnote 9), except that, if held by the original holders or their permitted assigns, they (i) may be exercised on a cashless basis, (ii) are not subject to redemption and (iii) subject to certain limited exceptions, are subject to transfer restrictions until 30 days after the completion of the AdaptHealth Transaction. If the Private Placement Warrants are held by holders other than the initial purchaser or its permitted transferees, the Private Placement Warrants will be redeemable by the Issuer and exercisable by the holders on the same basis as the Public Warrants. The Private Placement Warrants expire five years after the completion of the AdaptHealth Transaction or earlier upon redemption or liquidation. ( 8 )The Public Warrants may be exercised only during the period commencing on the date that is thirty days after the AdaptHealth Transaction, provided that the Issuer has an effective registration statement covering the shares of Common Stock issuable upon exercise of the Public 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 Public Warrants). The Public Warrants are subject to redemption upon the terms provided in the warrant agreement. The warrants expire five years after the completion of the AdaptHealth Transaction or earlier upon redemption or liquidation.

Remarks: Steven Hochberg, a partner in Deerfield Management Company, served as a director of the Issuer until his resignation from the Issuer's board of directors immediately following the consummation of the Issuer's initial business combination. Following the transactions reported herein, the Issuer's common stock was reclassified as "Class A Common Stock." Jonathan Isler, Attorney-in-Fact: Power of Attorney, which is hereby incorporated by reference to Exhibit 24 to a Form 3 with regard to Proteon Therapeutics, Inc. filed with the Securities and Exchange Commission on August 4, 2017 by Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P., Deerfield International Master Fund, L.P., Deerfield Private Design Fund III, L.P., Deerfield Private Design Fund IV, L.P., Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P., Deerfield Mgmt IV, L.P., Deerfield Management Company, L.P., and James E. Flynn.

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).

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