SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Peloton Equity AeroCare SPV I, L.P. (Last) (First) (Middle) 10 GLENVILLE STREET (Street) GREENWICH CT 06831 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 02/02/2021	3. Issuer Name and Ticker or Trading Symbol AdaptHealth Corp. [ AHCO ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	3,466,826(1)	D(2)
Class A Common Stock	328,260(1)	I	See Footnote(3)
Class A Common Stock	1,108,519(1)	I	See Footnote(4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series C Preferred Stock	(5)	(5)	Class A Common Stock	3,214,007(1)	(5)	D(2)
Series C Preferred Stock	(5)	(5)	Class A Common Stock	306,087(1)	(5)	I	See Footnote(3)
Series C Preferred Stock	(5)	(5)	Class A Common Stock	1,033,644(1)	(5)	I	See Footnote(4)

1. Name and Address of Reporting Person* Peloton Equity AeroCare SPV I, L.P. (Last) (First) (Middle) 10 GLENVILLE STREET (Street) GREENWICH CT 06831 (City) (State) (Zip)

1. Name and Address of Reporting Person* Peloton Equity AeroCare SPV II, L.P. (Last) (First) (Middle) 10 GLENVILLE STREET (Street) GREENWICH CT 06831 (City) (State) (Zip)

1. Name and Address of Reporting Person* Peloton Equity I, L.P. (Last) (First) (Middle) 10 GLENVILLE STREET (Street) GREENWICH CT 06831 (City) (State) (Zip)

1. Name and Address of Reporting Person* Peloton Equity GP, LLC (Last) (First) (Middle) 10 GLENVILLE STREET (Street) GREENWICH CT 06831 (City) (State) (Zip)

1. Name and Address of Reporting Person* FERRER CARLOS A (Last) (First) (Middle) 10 GLENVILLE STREET (Street) GREENWICH CT 06831 (City) (State) (Zip)

Explanation of Responses:

1. On December 1, 2020, the Issuer entered into Agreement and Plan of Merger (the "Merger Agreement") with AH Apollo Merger Sub Inc. ("Merger Sub I"), AH Apollo Merger Sub II Inc. ("Merger Sub II"), Peloton Equity, LLC (the "Stockholder Representative") and AeroCare Holdings, Inc. ("AeroCare"). The effective time of the merger occurred on February 1, 2021, at which time the outstanding shares of the Common Stock and Series C Preferred Stock of AeroCare were converted into the right to receive, among other things, shares of the Issuer's Class A Common Stock and Series C Preferred Stock, respectively, pursuant to the Merger Agreement.

2. Shares held by Peloton Equity AeroCare SPV I, L.P. ("Peloton AeroCare I"). Peloton Equity GP, LLC ("Peloton Equity GP") is the general partner of Peloton AeroCare I. Carlos Ferrer and Theodore B. Lundberg are the managing members of Peloton Equity GP. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.

3. Shares held by Peloton Equity AeroCare SPV II, L.P. ("Peloton AeroCare II"). Peloton Equity GP is the general partner of Peloton AeroCare II. Carlos Ferrer and Theodore B. Lundberg are the managing members of Peloton Equity GP. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.

4. Shares held by Peloton Equity I, L.P. ("Peloton Equity I"). Peloton Equity GP is the general partner of Peloton Equity I. Carlos Ferrer and Theodore B. Lundberg are the managing members of Peloton Equity GP. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.

5. Upon approval by the stockholders of the Issuer pursuant to the terms of the Merger Agreement, each share of Series C Preferred Stock will be convertible on a 100-for-one basis into the number of shares of the Issuer's Class A Common Stock shown in Column 3, subject to adjustments as set forth in the Certificate of Designation, Preferences and Rights of Series C Convertible Preferred Stock, Par Value $0.0001, of AdaptHealth Corp. dated as of January 29, 2021. The Series C Preferred Stock has no expiration date.

Remarks:

Theodore B. Lundberg, a managing member of Peloton Equity GP, was appointed to the board of directors of the Issuer on February 2, 2021 and has been deputized to represent the Reporting Persons on the board of directors of the Issuer. By virtue of Mr. Lundberg's representation, for purposes of Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act"), each of the Reporting Persons may be deemed directors by deputization of the Issuer. Mr. Lundberg has filed a separate Section 16 report disclosing securities of the Issuer that he may be deemed to beneficially own for Section 16 purposes. This filing shall not be deemed an admission that any Reporting Person is a beneficial owner of the securities reported in this filing for purposes of Section 16 of the Exchange Act or otherwise, or is subject to Section 16 of the Exchange Act, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any.

	Peloton Equity AeroCare SPV I, L.P., By: Peloton Equity GP, LLC, its general partner By: /s/ Theodore B. Lundberg, Name: Theodore B. Lundberg, Title: Managing Member	02/04/2021
	Peloton Equity AeroCare SPV II, L.P., By: Peloton Equity GP, LLC, its general partner By: /s/ Theodore B. Lundberg, Name: Theodore B. Lundberg, Title: Managing Member	02/04/2021
	Peloton Equity I, L.P., By: Peloton Equity GP, LLC, its general partner By: /s/ Theodore B. Lundberg, Name: Theodore B. Lundberg, Title: Managing Member	02/04/2021
	Peloton Equity GP, LLC, By: /s/ Theodore B. Lundberg, Name: Theodore B. Lundberg, Title: Managing Member	02/04/2021
	Carlos Ferrer, by: /s/ Carlos Ferrer	02/04/2021
	** Signature of Reporting Person	Date
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