0001193805-19-001431.txt : 20191113 0001193805-19-001431.hdr.sgml : 20191113 20191113183342 ACCESSION NUMBER: 0001193805-19-001431 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20191108 FILED AS OF DATE: 20191113 DATE AS OF CHANGE: 20191113 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Flynn James E CENTRAL INDEX KEY: 0001352546 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38399 FILM NUMBER: 191215682 MAIL ADDRESS: STREET 1: 780 THIRD AVENUE STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Deerfield Mgmt IV, L.P. CENTRAL INDEX KEY: 0001713467 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38399 FILM NUMBER: 191215683 BUSINESS ADDRESS: STREET 1: 780 THIRD AVENUE, 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-551-1600 MAIL ADDRESS: STREET 1: 780 THIRD AVENUE, 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) CENTRAL INDEX KEY: 0001009258 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38399 FILM NUMBER: 191215684 BUSINESS ADDRESS: STREET 1: 780 THIRD AVENUE STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2125511600 MAIL ADDRESS: STREET 1: 780 THIRD AVENUE, 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER NAME: FORMER CONFORMED NAME: DEERFIELD MANAGEMENT CO DATE OF NAME CHANGE: 20131114 FORMER NAME: FORMER CONFORMED NAME: DEERFIELD MANAGEMENT CO /NY DATE OF NAME CHANGE: 19981022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Deerfield Private Design Fund IV, L.P. CENTRAL INDEX KEY: 0001680307 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38399 FILM NUMBER: 191215685 BUSINESS ADDRESS: STREET 1: 780 THIRD AVENUE 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (212)551-1600 MAIL ADDRESS: STREET 1: 780 THIRD AVENUE 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AdaptHealth Corp. CENTRAL INDEX KEY: 0001725255 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] 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 e619179_4-dfb.xml X0306 4 2019-11-08 0 0001725255 AdaptHealth Corp. AHCO 0001352546 Flynn James E 780 THIRD AVENUE, 37TH FLOOR NEW YORK NY 10017 1 0 1 1 *Director by Deputization 0001713467 Deerfield Mgmt IV, L.P. 780 THIRD AVENUE, 37TH FLOOR NEW YORK NY 10017 1 0 1 1 * Director by Deputization 0001009258 DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) 780 THIRD AVENUE, 37TH FLOOR NEW YORK NY 10017 1 0 1 1 * Director by Deputization 0001680307 Deerfield Private Design Fund IV, L.P. 780 THIRD AVENUE 37TH FLOOR NEW YORK NY 10017 1 0 1 1 * Director by Deputization Common Stock 2019-11-08 4 A 0 12400000 10.00 A 14900000 I Through Deerfield Private Design Fund IV, L.P. Common Stock 2019-11-08 4 J 0 652253 0.00 D 2279888 I Through Deerfield/RAB Ventures, LLC Common Stock 2019-11-08 4 J 0 6087 0.00 D 20000 I Through Deerfield Management Company, L.P. Private Placement Warrants 11.50 2019-11-08 4 J 0 460685 0.00 D Common Stock 460685 1640981 I Through Deerfield/RAB Ventures, LLC Public Warrants 11.50 Common Stock 833333 833333 I Through Deerfield Private Design Fund IV, L.P. 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. 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. 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. 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. 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. 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. 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. 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. 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. /s/ Jonathan Isler, Attorney-in-Fact 2019-11-13 EX-99 2 e619179_ex99.htm

 

Joint Filer Information

 

Names:

Deerfield Private Design Fund IV, L.P., Deerfield Mgmt IV, L.P., Deerfield Management Company, L.P. 

   
Address:

780 Third Avenue, 37th Floor

New York, NY 10017

   
Designated Filer: James E. Flynn
   
Issuer and Ticker Symbol:

AdaptHealth Corp. [AHCO] 

   
Date of Event Requiring Statement:

November 8, 2019 

 

The undersigned, Deerfield Mgmt IV, L.P., Deerfield Management Company, L.P. and Deerfield Private Design Fund IV, L.P. are jointly filing the attached Initial Statement of Beneficial Ownership on Form 4 with James E. Flynn with respect to the beneficial ownership of securities of DFB Healthcare Acquisitions Corp.

 

Signatures:

 

DEERFIELD MGMT IV, L.P.

 

By: J.E. Flynn Capital IV, LLC, General Partner

 

By: /s/ Jonathan Isler       

       Jonathan Isler, Attorney-In-Fact

 

DEERFIELD PRIVATE DESIGN FUND IV, L.P.

 

By: Deerfield Mgmt IV, L.P., General Partner

 

By: J.E. Flynn Capital IV, LLC, General Partner

 

By: /s/ Jonathan Isler       

       Jonathan Isler, Attorney-In-Fact

 

DEERFIELD MANAGEMENT COMPANY, L.P.

 

By: Flynn Management LLC, General Partner

 

By: /s/ Jonathan Isler

       Jonathan Isler, Attorney-In-Fact