SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)*

ADAPTHEALTH CORP.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

00653Q102

(CUSIP Number)

Eric M. Albert

Assured Investment Management LLC

280 Park Avenue, 12^th Floor

New York, New York 10017

212-905-5647

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 16, 2020

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Item 1. Security of the Issuer.

This Amendment No. 2 amends the Schedule 13D related to the shares of Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), of AdaptHealth Corp., a Delaware corporation (the “Issuer”). The Issuer’s principal executive office is located at 220 West Germantown Pike, Suite 250, Plymouth Meeting, Pennsylvania 19462.

Item 2. Identity and Background.

Paragraphs (a), (b), (c) and (f) of the Schedule 13D are hereby deleted and replaced with the following:

(a-c) This Statement is being filed by the following beneficial owners of Class A Common Stock (each, a “Reporting Person”):

The principal business of: (i) each AssuredIM Fund is to serve as a private investment fund; (ii) each General Partner is to serve as the general partner of the applicable AssuredIM Fund; (iii) GP Holdings is to serve as the sole owner of each of the General Partners; and (iv) the Investment Manager is to serve as investment manager to, and to make investment decisions on behalf of, certain private investment funds including the AssuredIM Funds.

The executive officers, directors and control persons of the Reporting Persons are as follows:

The business address of BMFV is c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. The business address of BMSB, each General Partner, GP Holdings, the Investment Manager, Mr. Buzen, Mr. Gerstein, Ms. Gile and Mr. Shapiro is 280 Park Avenue, 12^th Floor, New York, New York 10017. The business address of Mr. Linford is c/o HighWater, Pavilion Commercial Centre, 1^st Floor, 802 West Bay Road, P.O. Box 30599, KY1-1203, Grand Cayman, Cayman Islands.

(f) Mr. Buzen, Mr. Gerstein, Ms. Gile and Mr. Shapiro are each U.S. citizens. Mr. Linford is a South African citizen.

Item 5. Interest in Securities of the Issuer.

Paragraphs (a), (b) and (c) of the Schedule 13D are hereby deleted and replaced with the following:

(a-b) All percentages set forth in this Schedule 13D are based on the Issuer’s 56,334,882 shares of Class A Common Stock outstanding as of August 4, 2020, as reported on the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on August 7, 2020 (“Form 10-Q”). The information set forth in Rows 7-13 of each Cover Page of this Schedule 13D is hereby incorporated herein by reference.

Each General Partner and GP Holdings expressly declare that this filing shall not be construed as an admission that each is, for the purposes of sections 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this filing. AssuredIM expressly declares that this filing shall not be construed as an admission that it is, for the purposes of sections 13(d) or 13(g) of the Act, the beneficial owner of any securities owned by the AssuredIM Funds.

None of the Reporting Persons beneficially own any other shares of Class A Common Stock of the Issuer.

(c) During the last 60 days, no transactions in the Class A Common Stock were effected by any of the Reporting Persons.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended to include the following:

(viii) Amendment to Put/Call Option and Consent Agreement

On October 16, 2020, the Issuer entered into an Amendment to Put/Call Option and Consent Agreement (the “Put/Call Option Agreement Amendment”) with BMSB, BMFV and the other parties identified therein (the “Option Parties”) pursuant to which the Issuer and the Option Parties agreed to amend the Put/Call Option Agreement by and among the Issuer and the Option Parties dated as of May 25, 2020 to extend the exercise period under such agreement to December 31, 2020.

The foregoing description of the Put/Call Option Agreement Amendment is a summary only and is qualified in its entirety by reference to the Put/Call Option Agreement Amendment, which is filed as Exhibit 4 hereto and is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits.

Item 7 of the 13D is hereby amended to include the following:

12. Put/Call Option and Consent Agreement Amendment dated as of October 16, 2020 by and among the parties identified therein, attached as Exhibit 4 hereto.

SIGNATURES

After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement with respect to the undersigned is true, complete and correct.

Date: October 20, 2020

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement; provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)

Exhibit 2

AMENDMENT TO PUT/CALL OPTION AND CONSENT AGREEMENT

This Amendment to Put/Call Option and Consent Agreement (this “Amendment”) is dated as of October 16, 2020 (the “Amendment Date”) by and among AdaptHealth Corp., a Delaware corporation (“Pubco”), AdaptHealth Holdings LLC, a Delaware limited liability company (the “Company”), and the stockholders of Pubco or noteholders of the Company, as applicable, listed on the signature pages hereto (each, a “Holder” and collectively, the “Holders”). Pubco, the Company and the Holders are each referred to as a “Party” and, collectively, they are sometimes referred to as the “Parties.”

WHEREAS, the Parties are party to that certain Put/Call Option and Consent Agreement, dated as of May 25, 2020 (as amended or supplemented prior to the date hereof, the “Agreement”); and

WHEREAS, the Parties desire to amend the Agreement, pursuant to Section 7.3 of the Agreement, as set forth in this Amendment.

NOW, THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows:

1. Amendments. Sections 2.1 and 5.4(a) in the Agreement are each hereby amended to replace the reference to “October 31, 2020” therein with “December 31, 2020”.

2. No Additional Changes. Except as expressly and specifically amended by this Amendment, all provisions of the Agreement shall remain in full force and effect in accordance with their terms. This Amendment is limited precisely as written and shall not be deemed to be an amendment to any other term or condition of the Agreement or any of the documents referenced therein. This Amendment shall form a part of the Agreement for all purposes, and each party thereto and hereto shall be bound hereby. From and after the date hereof, all referenced in the Agreement to “this Agreement” shall mean the Agreement as amended by this Amendment.

3. Capitalized Terms. All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Agreement.

4. Miscellaneous. Article VII of the Agreement is hereby incorporated herein in its entirety, mutatis mutandis.

[signature page follows]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above.

[Signature page to Amendment to Put/Call Option and Consent Agreement]

[Signature page to Amendment to Put/Call Option and Consent Agreement]