Sec Form 3 Filing - GRIGGS STEPHEN P @ AdaptHealth Corp. - 2021-02-02

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
GRIGGS STEPHEN P
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)
Co-Chief Executive Officer
(Last) (First) (Middle)
C/O ADAPTHEALTH LLC, 220 WEST GERMANTOWN PIKE, SUITE 250
3. Date of Earliest Transaction (MM/DD/YY)
02/02/2021
(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 1,808,366 ( 1 ) I See footnote ( 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 Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $ 4.38 ( 3 ) 08/01/2026 Class A Common Stock 559,071 ( 1 ) D
Employee Stock Option (right to buy) $ 8.5 ( 3 ) 03/01/2030 Class A Common Stock 782,699 ( 1 ) D
Series C Preferred Stock ( 4 ) ( 4 ) ( 4 ) Class A Common Stock 1,686,219 ( 1 ) I See footnote ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GRIGGS STEPHEN P
C/O ADAPTHEALTH LLC
220 WEST GERMANTOWN PIKE, SUITE 250
PLYMOUTH MEETING, PA19462
X Co-Chief Executive Officer
Signatures
/s/ Christopher Joyce, as attorney-in-fact for Stephen Griggs 02/03/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On December 1, 2020, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with AH Apollo Merger Sub Inc., AH Apollo Merger Sub II Inc., Peloton Equity, LLC and AeroCare Holdings, Inc. ("AeroCare"). The effective time of the merger occurred on February 1, 2021, at which time the outstanding shares of the Common Stock and options to acquire Common Stock of AeroCare were converted into the right to receive, among other things, shares of the Issuer's Class A Common Stock and Series C Preferred Stock and options to acquire Class A Common Stock, respectively, pursuant to the Merger Agreement.
( 2 )Securities held directly by the Stephen P. Griggs Revocable Trust.
( 3 )Options are fully vested.
( 4 )Upon approval by the stockholders of the Issuer pursuant to the terms of the Merger Agreement, each share of Series C Preferred Stock will be convertible on a 100-for-one basis into the number of shares of the Issuer's Class A Common Stock shown in Column 3, subject to adjustments as set forth in the Certificate of Designation, Preferences and Rights of Series C Convertible Preferred Stock, Par Value $0.0001, of AdaptHealth Corp. dated as of January 29, 2021. The Series C Preferred Stock has no expiration date.

Remarks:
Exhibit 24 - Power of Attorney

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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