If the filing person has previously filed
a statement on Schedule 13G to report the acquisition which is the subject of this statement on Schedule 13D (this “Schedule
13D”), and is filing this Schedule 13D because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.
¨
*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 (the “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
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Luke McGee
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
3,568,378 (1)
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
3,568,378 (1)
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,568,378 (1)
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions)
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.12% (1)
|
14
|
TYPE OF REPORTING PERSON
IN
|
(1) Includes 224,121 shares of Class A Common Stock underlying warrants that are currently exercisable.
|
|
Item 1.
|
Security and Issuer.
|
This Schedule 13D relates to the Class A
Common Stock, par value $0.0001 per share (the “Class A Common Stock”), of AdaptHealth Corp., a Delaware corporation
(the “Issuer” or the “Company”). The principal executive offices of the Company are located at 220 West
Germantown Pike, Suite 250, Plymouth Meeting, PA 19462.
|
Item 2.
|
Identity
and Background.
|
(a) The person filing this Schedule
13D is Luke McGee (the “Reporting Person”).
(b) The principal business address
of the Reporting Person is 220 West Germantown Pike, Suite 250, Plymouth Meeting, PA 19462.
(c) The Reporting Person is the Chief
Executive Officer and a director of the Company.
(d) During the last five years, the
Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, the
Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was not or is not subject to a judgement, decree or final order enjoining future violations of or
prohibiting or mandating activities subject to, federal or state securities laws or finding violation with respect to such laws.
(f) The Reporting Person is a citizen
of the United States of America.
|
Item 3.
|
Source
and Amount of Funds or Other Consideration.
|
The information set forth in Item 4 hereof
is hereby incorporated by reference into this Item 3, as applicable.
|
Item 4.
|
Purpose
of Transaction.
|
The Reporting Person originally acquired
units of AdaptHealth Holdings LLC, a Delaware limited liability company (“AdaptHealth Holdings”), for investment purposes
and as part of his compensation as an officer of AdaptHealth Holdings.
On November 8, 2019, the Reporting
Person and certain affiliates thereof acquired shares of Class A Common Stock, Class B Common Stock, par value $0.0001
per share (the “Class B Common Stock”), of the Company, units of AdaptHealth Holdings and warrants to acquire
shares of Class A Common Stock (“Warrants”), in each case in connection with the consummation of the transaction
(the “Business Combination”) pursuant to that certain Agreement and Plan of Merger, dated as of July 8, 2019 (as
amended, the “Merger Agreement”), by and among the Company (which was formerly called DFB Healthcare Acquisitions Corp.),
BM AH Holdings, LLC, a Delaware limited liability company, Access Point Medical, Inc., a Delaware corporation, DFB Merger
Sub LLC, a Delaware limited liability company, AdaptHealth Holdings, AH Representative LLC, a Delaware limited liability company,
and certain other owners of equity interests in AdaptHealth Holdings.
On December 7, 2020, the Reporting
Person caused certain affiliates thereof to elect to exchange an aggregate of 4,136,235 shares of Class B Common Stock of
the Company (along with an equal number of units of AdaptHealth Holdings) for Class A Common Stock pursuant to the terms
of the Exchange Agreement (as defined in Item 6 below). In response to such election, the Company elected to deliver 2,823,427
shares of Class A Common Stock and an amount in cash in lieu of 1,312,808 shares of Class A Common Stock (at a price
equal to $29.36 per share), in each case, pursuant to the terms of the Exchange Agreement.
The Reporting Person does not have any
current plans or proposals that relate to or that would result in any of the transactions or other matters specified in clauses
(a) through (j) of Item 4 of Schedule 13D.
|
Item 5.
|
Interest
in Securities of the Issuer.
|
(a)-(b) All percentages set forth
in this Schedule 13D are based on 71,390,810 shares of Class A Common Stock known by the Reporting Person to be outstanding
as of December 15, 2020 plus (y) the 224,121 shares of Class A Common Stock underlying warrants that are
currently exercisable less (z) the 1,898,967 shares of Class A Common Stock repurchased by the Company pursuant
to that certain Put/Call Option and Consent Agreement, dated as of May 25, 2020, by and among the Company, AdaptHealth Holdings
and the other parties identified therein, as described in Exhibit 99.2 to the Company’s Current Report on Form 8-K
filed with the Securities and Exchange Commission on December 14, 2020.
The information set forth in Rows 7-13
of the Cover Page of this Schedule 13D is hereby incorporated herein by reference.
(c) Except as set forth in Item 4
of this Schedule 13D, the Reporting Person has not engaged in any transactions in the Company’s securities during the past
60 days.
(d) As of the date of this Schedule
13D, no person other than the Reporting Person is known to the Reporting Person to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, the shares of Class A Common Stock covered by this Schedule
13D.
(e) Not applicable.
|
Item 6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
|
(i) Exchange Agreement
Concurrently with the consummation of the
Business Combination, the Company, AdaptHealth Holdings and members of AdaptHealth Holdings entered into an Exchange Agreement
(the “Exchange Agreement”), providing that, subject to certain conditions and limitations, holders of units of AdaptHealth
Holdings, other than the Company, have the right to exchange their units of AdaptHealth Holdings (and a corresponding number of
shares of Class B Common Stock) for shares of Class A Common Stock at an exchange ratio of one share of Class A
Common Stock for each unit of AdaptHealth Holdings (and corresponding share of Class B Common Stock) exchanged, subject to
conversion rate adjustments for stock splits, stock dividends and reclassifications, among other things (subject to the Company’s
right to elect to deliver cash in lieu of such shares of Class A Common Stock).
The foregoing description of the Exchange
Agreement is a summary only and is qualified in its entirety by the terms and conditions of the Exchange Agreement, the form of
which is filed as Exhibit 1 hereto.
(ii) Registration Rights Agreement
On July 1, 2020, the Company entered
into an amended and restated registration rights agreement (the “Registration Rights Agreement”) with the Reporting
Person and the other parties identified therein. The Registration Rights Agreement amended and restated a prior registration rights
agreement pursuant to which the Company, among other things, agreed to register for resale (i) shares of Class A Common
Stock issuable (a) pursuant to existing contractual obligations or (b) upon the future exercise of private placement
warrants or the future exchange of common units representing limited liability company interests in AdaptHealth Holdings pursuant
to certain contractual obligations, and (ii) shares of Class B Common Stock (collectively, “Registrable Securities”).
Pursuant to the Registration Rights Agreement,
the Company is obligated to file a shelf registration statement registering the resale of all of the Registrable Securities. In
addition, subject to certain requirements and customary conditions, the equityholders that are party thereto (the “Equityholders”)
may demand, at any time or from time to time, that the Issuer file a registration statement on Form S-1, or any
similar long-form registration statement, or if available, on Form S-3 to register the shares of the Class A
Common Stock held by the Equityholders. The Registration Rights Agreement also provides the Equityholders with “piggy-back”
registration rights, subject to certain requirements and customary conditions.
The foregoing description of the Registration
Rights Agreement is a summary only and is qualified in its entirety by the terms and conditions of the Registration Rights Agreement,
which is filed as Exhibit 2 hereto.
(iii) Voting Agreements
On December 1, 2020, the Reporting
Person and certain of his affiliates entered into voting agreements (the “Voting Agreements”) with the Stockholder
Representative (as defined below), pursuant to which such persons agreed to vote their shares of Class A Common Stock and
Class B Common Stock in favor of the approval by the Company’s stockholders (the “Stockholder Approval”),
as may be required by the Nasdaq Listing Rules, including pursuant to Nasdaq Rule 5635(a), of the removal of the conversion
restrictions as will be applicable to the Series C Preferred Stock, par value $0.0001 per share, of the Company to be issued
pursuant to the Agreement and Plan of Merger, dated as of December 1, 2020, by and among the Company, AeroCare Holdings, Inc.,
a Delaware corporation (“AeroCare”), AH Apollo Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary
of the Company, AH Apollo Merger Sub II Inc., a Delaware corporation and wholly-owned subsidiary of the Company, and Peloton Equity,
LLC, a Delaware limited liability company, solely in its capacity as the representative, agent and attorney-in-fact of the AeroCare
equityholders (the “Stockholder Representative”).
The foregoing description of the Voting
Agreements is a summary only and is qualified in its entirety by the terms and conditions of the Voting Agreements, the form of which
is filed as Exhibit 3 hereto and is incorporated herein by reference.
|
Item 7.
|
Material
to Be Filed as Exhibits.
|
|
Exhibit 1
|
Exchange Agreement,
dated November 8, 2019, by and between the Company, AdaptHealth Holdings and certain members of AdaptHealth Holdings (incorporated
by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on November 14,
2019).
|
|
Exhibit 2
|
Amended and
Restated Registration Rights Agreement, dated July 1, 2020, among the Company and the stockholders party thereto (incorporated
by reference to Exhibit 4.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on July 2,
2020).
|
SIGNATURES
After reasonable inquiry
and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Schedule 13D is true,
complete and correct.
Dated: December 17, 2020
|
|
/s/ Luke McGee
|
|
|
Luke McGee
|