SC 13D/A 1 e619515_sc13da-adapthealth.htm

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

[Rule 13d-101]

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 24.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13D-2(a)

 

(Amendment No. 6)*

 

AdaptHealth Corp.

(Name of Issuer)

 

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

 

00653Q102

(CUSIP Number)

 

David Clark

Elliot Press

Deerfield Management Company

780 Third Avenue, 37th Floor

New York, New York 10017

(212) 551-1600

 

With a copy to:

 

Jonathan D Weiner, Esq.

Mark D. Wood, Esq.

Katten Muchin Rosenman LLP

575 Madison Avenue

New York, New York 10022

(212) 940-8800

 

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

 

March 6, 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.

 

(Continued on following pages)
(Page 1 of 9 Pages)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

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).

  

 

SCHEDULE 13D

Cusip No. 00653Q102   Page 2 of 9 Pages

 

1

NAME OF REPORTING PERSONS

 

Deerfield Mgmt IV, L.P.

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a) ☐

(b) ☒

 

3

SEC USE ONLY

 

 

  
4

SOURCE OF FUNDS

 

AF

  
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

 ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

  

 

 

 NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 7

SOLE VOTING POWER

 

0

  
8

SHARED VOTING POWER

 

19,654,202 (1)

  

9

 

SOLE DISPOSITIVE POWER

 

0

  

10

 

SHARED DISPOSITIVE POWER

 

19,654,202 (1)

  

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

19,654,202 (1)

  
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 

 ☐ 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

40.19%

  
14

TYPE OF REPORTING PERSON

 

PN

  

 

(1) Comprised of 17,179,888 shares of Class A Common Stock held by, and 2,474,314 shares of Class A Common Stock underlying an equal number of warrants held by, Deerfield Private Design Fund IV, L.P. Deerfield Private Design Fund IV, L.P. has elected to be subject to provisions of the warrants beneficially owned by it that restrict the exercise of such securities to the extent that, upon such exercise, the number of shares then beneficially owned by the holder and its affiliates and any other person or entities with which such holder would constitute a Section 13(d) “group” would exceed 4.9% of the total number of shares of the Issuer’s Class A Common Stock then outstanding (the “Ownership Cap”). Accordingly, notwithstanding the number of shares reported, the reporting person disclaims beneficial ownership of the shares of Class A Common Stock issuable upon exercise of such warrants to the extent that upon such conversion the number of shares beneficially owned by all reporting persons hereunder, in the aggregate, would exceed the Ownership Cap.

   

 

SCHEDULE 13D

Cusip No. 00653Q102   Page 3 of 9 Pages

 

1

NAME OF REPORTING PERSONS

 

Deerfield Private Design Fund IV, L.P.

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a) ☐

(b) ☒

 

3

SEC USE ONLY

 

 

  
4

SOURCE OF FUNDS

 

WC

  
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

 ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

  

 

 

 NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 7

SOLE VOTING POWER

 

0

  
8

SHARED VOTING POWER

 

19,654,202 (2)

  

9

 

SOLE DISPOSITIVE POWER

 

0

  

10

 

SHARED DISPOSITIVE POWER

 

19,654,202 (2)

  

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

19,654,202 (2)

  
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 

 ☐ 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

40.19%

  
14

TYPE OF REPORTING PERSON

 

PN

  

 

(2) Comprised of 17,179,888 shares of Class A Common Stock held by, and 2,474,314 shares of Class A Common Stock underlying an equal number of warrants held by, Deerfield Private Design Fund IV, L.P. Deerfield Private Design Fund IV, L.P. has elected to be subject to provisions of the warrants beneficially owned by it that restrict the exercise of such securities to the extent that, upon such exercise, the number of shares then beneficially owned by the holder and its affiliates and any other person or entities with which such holder would constitute a Section 13(d) “group” would exceed 4.9% of the total number of shares of the Issuer’s Class A Common Stock then outstanding (the “Ownership Cap”). Accordingly, notwithstanding the number of shares reported, the reporting person disclaims beneficial ownership of the shares of Class A Common Stock issuable upon exercise of such warrants to the extent that upon such conversion the number of shares beneficially owned by all reporting persons hereunder, in the aggregate, would exceed the Ownership Cap.

  

 

SCHEDULE 13D

Cusip No. 00653Q102   Page 4 of 9 Pages

 

1

NAME OF REPORTING PERSONS

 

Deerfield Management Company, L.P.

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a) ☐

(b) ☒

 

3

SEC USE ONLY

 

 

  
4

SOURCE OF FUNDS

 

AF

  
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

 ☒
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

  

 

 

 NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 7

SOLE VOTING POWER

 

0

  
8

SHARED VOTING POWER

 

19,674,202 (3)

  

9

 

SOLE DISPOSITIVE POWER

 

0

  

10

 

SHARED DISPOSITIVE POWER

 

19,674,202 (3)

  

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

19,674,202 (3)

  
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 

 ☐ 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

40.23%

  
14

TYPE OF REPORTING PERSON

 

PN

  

 

(3) Comprised of (i) 17,179,888 shares of Class A Common Stock held by, and 2,474,314 shares of Class A Common Stock underlying an equal number of warrants held by, Deerfield Private Design Fund IV, L.P. and (ii) 20,000 shares of Class A Common Stock held by Steven Hochberg, an employee of Deerfield Management Company, for the benefit, and subject to the direction, of Deerfield Management Company. Deerfield Private Design Fund IV, L.P. has elected to be subject to provisions of the warrants beneficially owned by it that restrict the exercise of such securities to the extent that, upon such exercise, the number of shares then beneficially owned by the holder and its affiliates and any other person or entities with which such holder would constitute a Section 13(d) “group” would exceed 4.9% of the total number of shares of the Issuer’s Class A Common Stock then outstanding (the “Ownership Cap”). Accordingly, notwithstanding the number of shares reported, the reporting person disclaims beneficial ownership of the shares of Class A Common Stock issuable upon exercise of such warrants to the extent that upon such conversion the number of shares beneficially owned by all reporting persons hereunder, in the aggregate, would exceed the Ownership Cap.

  

 

SCHEDULE 13D

Cusip No. 00653Q102   Page 5 of 9 Pages

 

1

NAME OF REPORTING PERSONS

 

James E. Flynn

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a) ☐

(b) ☒

 

3

SEC USE ONLY

 

 

  
4

SOURCE OF FUNDS

 

AF

  
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

 ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 United States of America

  

 

 

 NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 7

SOLE VOTING POWER

 

0

  
8

SHARED VOTING POWER

 

19,674,202 (4)

  

9

 

SOLE DISPOSITIVE POWER

 

0

  

10

 

SHARED DISPOSITIVE POWER

 

19,674,202 (4)

  

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

19,674,202 (4)

  
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 

 ☐ 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

40.23%

  
14

TYPE OF REPORTING PERSON

 

IN

  

 

(4) Comprised of (i) 17,179,888 shares of Class A Common Stock held by, and 2,474,314 shares of Class A Common Stock underlying an equal number of warrants held by, Deerfield Private Design Fund IV, L.P. and (ii) 20,000 shares of Class A Common Stock held by Steven Hochberg, an employee of Deerfield Management Company, for the benefit, and subject to the direction, of Deerfield Management Company. Deerfield Private Design Fund IV, L.P. has elected to be subject to provisions of the warrants beneficially owned by it that restrict the exercise of such securities to the extent that, upon such exercise, the number of shares then beneficially owned by the holder and its affiliates and any other person or entities with which such holder would constitute a Section 13(d) “group” would exceed 4.9% of the total number of shares of the Issuer’s Class A Common Stock then outstanding (the “Ownership Cap”). Accordingly, notwithstanding the number of shares reported, the reporting person disclaims beneficial ownership of the shares of Class A Common Stock issuable upon exercise of such warrants to the extent that upon such conversion the number of shares beneficially owned by all reporting persons hereunder, in the aggregate, would exceed the Ownership Cap.

  

 

Cusip No. 00653Q102   Page 6 of 9 Pages

 

This Amendment No. 6 (this “Amendment”) to Schedule 13D amends the Schedule 13D filed by (i) Deerfield Mgmt IV, L.P. (“Deerfield Mgmt IV”), (ii) Deerfield Private Design Fund IV, L.P. (“Deerfield Private Design Fund IV”), (iii) Deerfield Management Company, L.P. (“Deerfield Management”) and (iv) James E. Flynn, a natural person (“Flynn” and collectively with Deerfield Mgmt IV, Deerfield Private Design Fund IV and Deerfield Management, the “Reporting Persons”), with respect to shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), of AdaptHealth Corp. (formerly, DFB Healthcare Acquisitions Corp) (the “Company”), as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and Amendment No. 5 thereto (as amended, the “Schedule 13D”).

 

The purposes of this Amendment are to report a change in the percentage of the Company’s outstanding Class A Common Stock beneficially owned by the Reporting Persons solely as a result of an increase in the number of shares of the Company’s Class A Common Stock outstanding, and to amend Item 4 of the Schedule 13D as set forth below.

 

Capitalized terms used but not otherwise defined in this Amendment have the meanings ascribed to them in the Schedule 13D.

  

Item 4.

Purpose of Transaction. 

 

Item 4 of the Schedule 13D is hereby amended and restated in its entirety as follows:

 

As previously disclosed in the Schedule 13D, prior to the AdapthHealth Transaction (the “Business Combination”), Deerfield/RAB Ventures, LLC served as the pre-Business Combination Sponsor of the Company (the “Sponsor”). Deerfield Private Design IV was a member of the Sponsor and Steven I. Hochberg, an employee of Deerfield and former member of the Board of Directors of the Company, served as a Manager of the Sponsor. Notwithstanding consummation of the Business Combination and the Sponsor no longer performing its pre-Business Combination role with the Company, the Reporting Persons continue to believe that Deerfield’s expertise, record of generating proprietary investment opportunities, experience evaluating, structuring, financing and executing transactions in the healthcare industry and/or capital could continue to be useful in assisting management and the Board on a cooperative basis as the Company embarks on its post-Business Combination strategic plans. In that regard, the Reporting Persons intend to continue to communicate with members of the board of directors, members of the Company’s management and/or other shareholders of the Company from time to time with respect to potential investment and acquisition opportunities and the financing thereof (which may include discussions regarding debt and/or equity financing that could be provided, in whole or in part, by Deerfield Private Design IV and/or affiliated funds), operational matters and such other matters as the Reporting Persons may deem appropriate from time to time.  Such matters are likely to include plans or proposals specified in clauses (a) through (j) of Item 4 of the Form of Schedule 13D, but the Reporting Persons have made no determination to pursue, and may not pursue, any such plan or proposal.

 

Depending on various factors and subject to the obligations described herein, the Reporting Persons may take such actions with respect to their investments in the Company as they deem appropriate, including, without limitation, purchasing additional shares of Common Stock or other financial instruments related to the Company or selling some or all of their beneficial or economic holdings, engaging in hedging or similar transactions with respect to the securities relating to the Issuer and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D.

  

 

Cusip No. 00653Q102   Page 7 of 9 Pages

  

Item 5.

Interest in Securities of the Issuer. 

 

Items 5(a), (b) and (c) of the Schedule 13D are hereby amended and restated in their entirety as follows:

 

(a)

 

  (1) Deerfield Mgmt IV
       
    Number of shares:   19,654,202 (comprised of shares held by, and shares underlying Warrants held by, Deerfield Private Design Fund IV)
    Percentage of shares: 40.19%*
       
  (2)   Deerfield Private Design Fund IV
       
    Number of shares:   19,654,202 (comprised of shares held by, and shares underlying Warrants held by, Deerfield Private Design Fund IV)
    Percentage of shares: 40.19%*
       
  (3)   Deerfield Management
       
    Number of shares:   19,674,202 (comprised of shares held by, and shares underlying Warrants held by, Deerfield Private Design Fund IV, and shares held by Steven Hochberg at the direction of Deerfield Management)
    Percentage of shares: 40.23%*
       
       
  (4) Flynn
       
    Number of shares:   19,674,202 (comprised of shares held by, and shares underlying Warrants held by, Deerfield Private Design Fund IV and the Sponsor, and shares held by Steven Hochberg at the direction of Deerfield Management)
    Percentage of shares: 40.23%*

 

*Percentage beneficial ownership reported herein reflects 42,751,419 shares of Class A Common Stock outstanding as of March 6, 2020, as disclosed in the Company’s prospectus on Form 424B3 filed by the Company with the Securities and Exchange Commission on March 23, 2020.

 

 

Cusip No. 00653Q102   Page 8 of 9 Pages

  

(b)       

 

  (1) Deerfield Mgmt IV
     
    Sole power to vote or direct the vote:  0
    Shared power to vote or direct the vote:   19,654,202
    Sole power to dispose or to direct the disposition:  0
    Shared power to dispose or direct the disposition:   19,654,202
     
     
  (2) Deerfield Private Design Fund IV
     
    Sole power to vote or direct the vote:  0
    Shared power to vote or direct the vote:  19,654,202
    Sole power to dispose or to direct the disposition:  0
    Shared power to dispose or direct the disposition:  19,654,202
     
  (3) Deerfield Management
     
    Sole power to vote or direct the vote:  0
    Shared power to vote or direct the vote:  19,674,202
    Sole power to dispose or to direct the disposition:  0
    Shared power to dispose or direct the disposition:  19,674,202
     
  (4) Flynn
     
    Sole power to vote or direct the vote:  0
    Shared power to vote or direct the vote:  19,674,202
    Sole power to dispose or to direct the disposition:  0
    Shared power to dispose or direct the disposition:  19,674,202

 

Flynn is the sole member of the general partner of each of Deerfield Mgmt IV and Deerfield Management. Deerfield Mgmt IV is the general partner, and Deerfield Management is the investment manager, of Deerfield Private Design Fund IV.

 

(c) No Reporting Person has effected any transactions in the Company’s securities since the filing of Amendment No. 5 to the Schedule 13D. The changes in the percentage of Class A Common Stock beneficially owned by each Reporting Person reflected in this Amendment have resulted solely from an increase in the number of shares of Class A Common Stock outstanding.

 

 

Cusip No. 00653Q102   Page 9 of 9 Pages

  

SIGNATURE

 

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


Dated: March 30, 2020

 

  DEERFIELD MGMT IV, L.P.
  By: J.E. Flynn Capital IV, LLC, General Partner
     
  By: /s/ Jonathan Isler  
  Name:   Jonathan Isler   
  Title:   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 
  Name:   Jonathan Isler   
  Title:   Attorney-in-Fact    
     
     
  DEERFIELD MANAGEMENT COMPANY, L.P.
     
  By:  Flynn Management LLC, General Partner
     
  By: /s/ Jonathan Isler 
  Name:   Jonathan Isler   
  Title:   Attorney-in-Fact     
     
     
  JAMES E. FLYNN
     
  /s/ Jonathan Isler 
  Jonathan Isler, Attorney-in-Fact