SEC Form 4 · accession 0001193805-18-000504
AdaptHealth Corp. · AHCO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2,F3 | Apr 2, 2018 | J | 921,848 | $0.00 | D | 6,045,652 | I | Through Deerfield/RAB Ventures, LLC |
| Common StockF2,F3,F4 | Apr 2, 2018 | J | 3,913 | $0.00 | D | 26,087 | I | Through Deerfield Management Company, L.P. |
| Common StockF2,F3 | holding | — | — | — | 2,500,000 | I | Through Deerfield Private Design Fund IV, L.P. |
Table II — derivative securities
Explanation of responses
- F1On April 2, 2018, each of Deerfield/RAB Ventures LLC ("DRV LLC") and Steven Hochberg forfeited (for no consideration) 921,848 and 3,913 shares of Common Stock, respectively. Such shares were initially purchased by DRV LLC in a private placement prior to the Issuer's Initial Public Offering (the "IPO") and were subject to forfeiture depending upon the extent to which the underwriters in the IPO exercised their over-allotment option. The over-allotment option expired, unexercised, on April 2, 2018.
- F2This 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 holds a 50% membership interest in 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.
- F3In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by Deerfield Private Design Fund IV, DRV LLC or for the benefit of Deerfield Management 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.
- F4Steven Hochberg, a partner in Deerfield Management Company, serves as a director of the Issuer. The common stock owned by Steven Hochberg and reported herein is held for the benefit, and at the direction, of Deerfield Management.
Remarks
Steven Hochberg, a partner in Deerfield Management Company, serves as a director of the Issuer. 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.