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. 5)*
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)
December
20, 2019
(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 11 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 11 Pages
|
1
|
NAME OF REPORTING PERSONS
Deerfield Mgmt IV, L.P.
|
|
2
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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
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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)
42.63%%
|
|
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
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Page
3 of 11 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)
42.63%%
|
|
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 11 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)
42.68%
|
|
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
|
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Page
5 of 11 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)
42.68%
|
|
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.
SCHEDULE 13D
Cusip No.
00653Q102
|
|
Page
6 of 11 Pages
|
1
|
NAME OF REPORTING PERSONS
Steven I. Hochberg
|
|
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
0
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00%
|
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
Cusip No.
00653Q102
|
|
Page
7 of 11 Pages
|
This Amendment No. 5 (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”), (iv) James E. Flynn, a natural person (“Flynn”), and (v) Steven
I. Hochberg, a natural person (“Hochberg” and collectively with Deerfield Mgmt IV, Deerfield Private Design
Fund IV, Deerfield Management and Flynn, the “Reporting Persons”), with respect to shares of common stock, par
value $0.0001 per share (the “Common Stock”), of AdaptHealth Corp. (formerly, DFB Healthcare Acquisitions Corp)
(the “Company”), as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4 thereto
(as amended, the “Schedule 13D”). Capitalized terms used but not otherwise defined in this Amendment have the
meanings ascribed to them in the Schedule 13D.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 3 of the Schedule 13D is hereby
amended by adding the following:
On December 20, 2019, the Sponsor distributed
all of the shares of Class A Common Stock and all of the Private Placement Warrants held by the Sponsor to its members, including
2,279,888 shares of Class A Common Stock and 1,640,981 Private Placement Warrants that were distributed to Deerfield Private Design
Fund IV, pursuant to a liquidating distribution (the “Sponsor Liquidating Distribution”). Such shares and Private
Placement Warrants were distributed to the Sponsor’s members (including Deerfield Private Design Fund IV) on a pro rata basis
for no consideration. As a result of such distribution the Reporting Persons ceased to beneficially own shares of Class A Common
Stock previously held by, and shares of Class A Common Stock underlying Private Placement Warrants previously held by, the Sponsor
that were distributed to its members other than Deerfield Private Design Fund IV.
|
Item 5.
|
Interest in Securities of the Issuer.
|
Items 5(a), (b), (c) and (e) 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: 42.63%%
(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: 42.63%%
Cusip No.
00653Q102
|
|
Page
8 of 11 Pages
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(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: 42.68%
(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: 42.68%
(5) Hochberg
Number of shares: 0 (does
not include shares held at the direction of Deerfield Management)
Percentage of shares: 0.00%
(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
Cusip No.
00653Q102
|
|
Page
9 of 11 Pages
|
(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
(4) Hochberg
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote:
0
Sole power to dispose or to direct the disposition:
0
Shared power to dispose or direct the disposition:
0
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. Hochberg, an employee of Deerfield Management and a former director
of the Company, also served as Deerfield Private Design Fund IV’s designee on the board of managers of the Sponsor, which
consists of two managers.
Following the Sponsor Liquidating Distribution
and subsequent dissolution of the Sponsor, each Reporting Person ceased to be a member of a “group” that may have existed
for purposes of the Securities Exchange Act of 1934 with the Sponsor, RAB Ventures (DFB) LLC (“RAB”) (a member of the
Sponsor) and Richard Barasch.
(c) Except as set forth in Item 3 of the
Schedule 13D, the Reporting Persons have not engaged in any transactions in the Company’s securities during the past 60 days.
(e) As of December 20, 2019, Hochberg ceased
to beneficially own any shares of the Company’s Class A Common Stock.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Item 6 of the Schedule 13D is hereby
amended by adding the following:
On December 18, 2019, Deerfield Private
Design Fund IV entered into a Joinder to Letter Agreement (the “December 2019 Joinder Agreement”) with the Company
with respect to specified paragraphs of the letter agreement, dated as of February 15, 2018 (the “February 2018 Sponsor
Letter Agreement”), by and among the Company, Registrant, Deerfield/RAB Ventures, LLC, Richard Barasch, Christopher Wolfe,
Steven Hochberg, Dr. Mohit Kaushal, Dr. Gregory Sorensen and Dr. Susan Weaver. Copies of the December 2019 Joinder Agreement and
February 2018 Sponsor Letter Agreement are filed or incorporated by reference as Exhibits 10 and 11 to this Schedule 13D, respectively,
and are incorporated herein by reference.
On January 16, 2020, Deerfield Private
Design Fund IV notified the Company of its election pursuant to the Warrant Agreement to be subject to Subsection 3.3.5 of the
Warrant Agreement, based on a Maximum Percentage (as defined in the Warrant Agreement) of 4.9%.
Cusip No.
00653Q102
|
|
Page
10 of 11 Pages
|
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Item 7.
|
Material to be Filed as Exhibits
|
Item 7 of the Schedule 13D is hereby amended to add the following:
|
Exhibit 10
|
Joinder Agreement, dated December 18, 2019, by and between
Deerfield Private Design Fund IV, L.P. and DFB Healthcare Acquisitions Corp.
|
|
Exhibit 11
|
Letter Agreement, dated as of February 15, 2018, by and
among DFB Healthcare Registrant, Deerfield/RAB Ventures, LLC, Richard Barasch, Christopher Wolfe, Steven Hochberg, Dr. Mohit Kaushal,
Dr. Gregory Sorensen and Dr. Susan Weaver (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on
Form 8-K filed with the SEC on February 22, 2018).
|
Cusip No.
00653Q102
|
|
Page
11 of 11 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: January 24, 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
|
|
|
|
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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
|
|
|
|
|
/s/ Steven Hochberg
|
|
Steven Hochberg
|
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