SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
AdaptHealth Corp.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
00653Q102
(CUSIP Number)
Theodore B. Lundberg
Peloton Equity, LLC
66 Field Point Road, 2nd Floor
Greenwich, CT 06831
(203) 532-8011
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
May 15, 2023
(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. ☐
| * | 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, as amended (“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).
CUSIP No. 00653Q102
| 1. |
Names of Reporting Persons.
Peloton Equity AeroCare SPV I, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
WC | |||||
| 5. | Check 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
4,460,555 | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
4,460,555 | |||||
| 10. | Shared Dispositive Power
0 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
4,460,555 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
3.3% (1) | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | The percent of class was calculated based on 134,172,442 shares of Common Stock outstanding as of May 5, 2023, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 9, 2023. |
CUSIP No. 00653Q102
| 1. |
Names of Reporting Persons.
Peloton Equity AeroCare SPV II, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
WC | |||||
| 5. | Check 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
422,898 | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
422,898 | |||||
| 10. | Shared Dispositive Power
0 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
422,898 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
0.3% (2) | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | The percent of class was calculated based on 134,172,442 shares of Common Stock outstanding as of May 5, 2023, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 9, 2023. |
CUSIP No. 00653Q102
| 1. |
Names of Reporting Persons.
Peloton Equity I, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
WC | |||||
| 5. | Check 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
1,428,109 | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
1,428,109 | |||||
| 10. | Shared Dispositive Power
0 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,428,109 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
1.1% (1) | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | The percent of class was calculated based on 134,172,442 shares of Common Stock outstanding as of May 5, 2023, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 9, 2023. |
CUSIP No. 00653Q102
| 1. |
Names of Reporting Persons.
Peloton Equity GP, LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
AF | |||||
| 5. | Check 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
6,987,394 | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
6,987,394 | |||||
| 10. | Shared Dispositive Power
0 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
6,987,394 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
5.2% (1) | |||||
| 14. | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | The percent of class was calculated based on 134,172,442 shares of Common Stock outstanding as of May 5, 2023, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 9, 2023. |
CUSIP No. 00653Q102
| 1. |
Names of Reporting Persons.
Theodore B. Lundberg | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
AF | |||||
| 5. | Check 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
7,001,224 | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
7,001,224 | |||||
| 10. | Shared Dispositive Power
0 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
7,001,224 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
5.2% (1) | |||||
| 14. | Type of Reporting Person (See Instructions)
IN | |||||
| (1) | The percent of class was calculated based on 134,172,442 shares of Common Stock outstanding as of May 5, 2023, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 9, 2023. |
CUSIP No. 00653Q102
| 1. |
Names of Reporting Persons.
Carlos A. Ferrer | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
AF | |||||
| 5. | Check 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
6,987,394 | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
6,987,394 | |||||
| 10. | Shared Dispositive Power
0 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
6,987,394 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
5.2% (1) | |||||
| 14. | Type of Reporting Person (See Instructions)
IN | |||||
| (1) | The percent of class was calculated based on 134,172,442 shares of Common Stock outstanding as of May 5, 2023, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 9, 2023. |
Explanatory Statement
This Amendment No. 1 amends and supplements the Schedule 13D originally filed by the Reporting Persons on March 15, 2021 (the “Schedule 13D”) with respect to the shares of Common Stock, par value $0.0001 per share (the “Common Stock”) of AdaptHealth Corp. (the “Issuer”). Capitalized terms used herein and not otherwise defined shall have the same meanings ascribed to them in the Schedule 13D.
Item 2. Identity and Background
Item 2 of the Schedule 13D is hereby supplemented as follows:
The principal business address of each Reporting Person is 66 Field Point Road, 2nd Floor, Greenwich, CT 06831.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended and restated as follows:
Item 5(a)-(b). The information set forth in rows 7 through 13 of the cover pages to this Schedule 13D is incorporated by reference. The percentage set forth in row 13 is based on 134,172,442 shares of Common Stock outstanding as of May 5, 2023, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 9, 2023.
Peloton Equity AeroCare SPV I, L.P. (“Peloton AeroCare I”) is the direct beneficial owner of 4,460,555 shares of Common Stock, which in the aggregate represents approximately 3.3% of the outstanding Common Stock.
Peloton Equity AeroCare SPV II, L.P. (“Peloton AeroCare II”) is the direct beneficial owner of 422,898 shares of Common Stock, which in the aggregate represents approximately 0.3% of the outstanding Common Stock.
Peloton Equity I, L.P. (“Peloton Equity I” and together with Peloton AeroCare I and Peloton AeroCare II, the “Peloton Funds”) is the direct beneficial owner of 1,428,109 shares of Common Stock, which in the aggregate represents approximately 1.1% of the outstanding Common Stock.
Peloton Equity GP, LLC (“Peloton Equity GP”) is the direct beneficial owner of 675,832 shares of Common Stock, and as the general partner of the Peloton Funds, may be deemed to beneficially own 6,311,562 shares of Common Stock held by the Peloton Funds, which in the aggregate represents approximately 5.2% of the outstanding Common Stock.
Mr. Lundberg is the direct beneficial owner of 13,830 shares of Common Stock. In addition, Mr. Lundberg and Mr. Ferrer, as the managing members of Peloton Equity GP, may be deemed to beneficially own the shares held directly by the Peloton Funds and Peloton Equity GP.
The above percentages of beneficial ownership were determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended.
Item 5(c). On May 15, 2023, each of Peloton AeroCare I, Peloton AeroCare II and Peloton Equity I distributed to their limited partners and sole general partner, Peloton Equity GP, pro rata and without consideration, 2,220,278 shares, 211,449 shares and 714,054 shares, respectively, of Common Stock. In connection with the distributions described herein, Peloton Equity GP received 675,832 shares of Common Stock.
Item 5(d). Not applicable.
Item 5(e). Not applicable.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: May 16, 2023
| PELOTON EQUITY AEROCARE SPV I, L.P.
By: Peloton Equity GP, LLC General Partner | ||
| By: | /s/ Theodore B. Lundberg | |
| Theodore B. Lundberg Managing Member | ||
|
PELOTON EQUITY AEROCARE SPV II, L.P.
By: Peloton Equity GP, LLC General Partner | ||
| By: | /s/ Theodore B. Lundberg | |
| Theodore B. Lundberg Managing Member | ||
| PELOTON EQUITY I, L.P.
By: Peloton Equity GP, LLC General Partner | ||
| By: | /s/ Theodore B. Lundberg | |
| Theodore B. Lundberg Managing Member | ||
| PELOTON EQUITY GP, LLC | ||
| By: | /s/ Theodore B. Lundberg | |
| Theodore B. Lundberg Managing Member | ||
| /s/ Theodore B. Lundberg |
| THEODORE B. LUNDBERG |
| /s/ Carlos A. Ferrer |
| CARLOS A. FERRER |