AdaptHealth Corp. — Director's Dealing 2020

Dec 11, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AdaptHealth Corp. (AHCO)
CIK: 0001725255
Period of Report: 2020-12-09

Reporting Person: Assured Investment Management LLC (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-12-09	Put Option (Right to Sell)	$14.50	M	1898967	Disposed	2020-12-31	Class A and B Common Stock (1898967)	Indirect
2020-12-09	Call Option (Obligation to Sell)	$15.76	M	1898967	Disposed	2020-12-31	Class A and B Common Stock (1898967)	Indirect

Footnotes

F1: The filing of this Form 4 shall not be construed as an admission that Assured Investment Management LLC (f/k/a BlueMountain Capital Management, LLC) ("AssuredIM") 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, AssuredIM disclaims such beneficial ownership, except to the extent of its pecuniary interest.

F2: AssuredIM 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. AssuredIM, 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.

F3: Pursuant to the Put/Call Option and Consent Agreement dated as of May 25, 2020 by and between the Issuer, the Funds and the other parties thereto (as amended, the "Option Agreement"), 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.

F4: 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.

F5: 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.

F6: On December 9, 2020, the Issuer delivered notice to the Funds for the exercise of 1,898,967 Call Options pursuant to the terms of the Option Agreement. In connection with such exercise, the number of Put Options held by the Funds was reduced to zero pursuant to the terms of the Option Agreement.