0000899243-20-014319.txt : 20200527 0000899243-20-014319.hdr.sgml : 20200527 20200527163840 ACCESSION NUMBER: 0000899243-20-014319 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200525 FILED AS OF DATE: 20200527 DATE AS OF CHANGE: 20200527 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BlueMountain Capital Management, LLC CENTRAL INDEX KEY: 0001427430 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38399 FILM NUMBER: 20915673 BUSINESS ADDRESS: STREET 1: 280 PARK AVENUE, 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (212) 905-3900 MAIL ADDRESS: STREET 1: 280 PARK AVENUE, 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AdaptHealth Corp. CENTRAL INDEX KEY: 0001725255 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOME HEALTH CARE SERVICES [8082] IRS NUMBER: 823677704 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 220 WEST GERMANTOWN PIKE STREET 2: SUITE 250 CITY: PLYMOUTH MEETING STATE: PA ZIP: 19462 BUSINESS PHONE: 610-630-6357 MAIL ADDRESS: STREET 1: 220 WEST GERMANTOWN PIKE STREET 2: SUITE 250 CITY: PLYMOUTH MEETING STATE: PA ZIP: 19462 FORMER COMPANY: FORMER CONFORMED NAME: DFB Healthcare Acquisitions Corp. DATE OF NAME CHANGE: 20171213 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2020-05-25 0 0001725255 AdaptHealth Corp. AHCO 0001427430 BlueMountain Capital Management, LLC 280 PARK AVENUE, 12TH FLOOR NEW YORK NY 10017 1 0 0 0 Put Option (Right to Sell) 14.50 2020-05-25 4 A 0 1898967 0.00 A 2020-10-31 Class A and B Common Stock 1898967 1898967 I Footnotes Call Option (Obligation to Sell) 15.76 2020-05-25 4 D 0 1898967 0.00 D 2020-10-31 Class A and B Common Stock 1898967 1898967 I Footnotes The filing of this Form 4 shall not be construed as an admission that BlueMountain Capital Management, LLC ("BMCM") 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, BMCM disclaims such beneficial ownership, except to the extent of its pecuniary interest. BMCM 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. BMCM, 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. Pursuant to the Put/Call Option and Consent Agreement (the "Option Agreement") dated as of May 25, 2020 by and between the Issuer, the Funds and the other parties thereto, 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. 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. 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. Dale Wolf serves as a director of the Issuer as the representative of BMCM. In connection therewith, BMCM may be deemed to be a director by deputization of the Issuer solely for purposes of Section 16(a) of the Exchange Act. As a result, BMCM is listed as a "Reporting Person" in Item 1 and the "Director" box is marked in Item 4 of this Form 4. BlueMountain Capital Management, LLC, By: /s/ Eric M. Albert, Chief Compliance Officer 2020-05-27