4//SEC Filing
BlueMountain Capital Management, LLC 4
Accession 0000899243-20-014319
CIK 0001725255other
Filed
May 26, 8:00 PM ET
Accepted
May 27, 4:38 PM ET
Size
11.5 KB
Accession
0000899243-20-014319
Insider Transaction Report
Form 4
Transactions
- Disposition to Issuer
Call Option (Obligation to Sell)
2020-05-25−1,898,967→ 1,898,967 total(indirect: Footnotes)Exercise: $15.76Exp: 2020-10-31→ Class A and B Common Stock (1,898,967 underlying) - Award
Put Option (Right to Sell)
2020-05-25+1,898,967→ 1,898,967 total(indirect: Footnotes)Exercise: $14.50Exp: 2020-10-31→ Class A and B Common Stock (1,898,967 underlying)
Footnotes (5)
- [F1]The filing of this Form 4 shall not be construed as an admission that BlueMountain Capital Management, LLC ("BMCM") is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise the beneficial owner of any put options ("Put Options") relating to shares of Class A Common Stock, par value $0.0001 per share "Class A Common Stock") and Class B Common Stock, par value $0.0001 per share ("Class B Common Stock"), of AdaptHealth Corp. (the "Issuer"). Pursuant to Rule 16a-1(a)(4) of the Exchange Act, BMCM disclaims such beneficial ownership, except to the extent of its pecuniary interest.
- [F2]BMCM is the investment manager of each of: (i) BMSB L.P. ("BMSB"); (ii) BlueMountain Fursan Fund L.P. ("FRSN"); (iii) BlueMountain Foinaven Master Fund L.P. ("BMFV"); and (iv) BlueMountain Summit Opportunities Fund II (US) L.P. (together with BMSB, FRSN and BMFV, the "Funds"), which collectively are the direct beneficial owners of 1,898,967 Put Options. BMCM, although it directs the exercise of the Put Options held by the Funds, only receives an asset-based fee relating to the Put Options held by the Funds.
- [F3]Pursuant to the Put/Call Option and Consent Agreement (the "Option Agreement") dated as of May 25, 2020 by and between the Issuer, the Funds and the other parties thereto, the Put Options may be exercised by the Funds at a per option price equal to the greater of (x) $14.50 and (y) 85% of the current market value of a share of Class A Common Stock on the date the Put Options are exercised, as determined in accordance with the terms of the Option Agreement.
- [F4]Pursuant to the Option Agreement, both of the Put Options and the call options issued by the Funds to the Issuer with respect to the Class A Common Stock and Class B Common Stock of the Issuer (the "Call Options") will become exercisable upon the closing date of a merger involving the Issuer, certain subsidiaries thereof, Solara Holdings, LLC and certain entities related thereto.
- [F5]Pursuant to the Option Agreement, the Put Options and Call Options each relate to the shares of Class A Common Stock and Class B Common Stock held by the Funds, without distinguishing between such shares.
Documents
Issuer
AdaptHealth Corp.
CIK 0001725255
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001427430
Filing Metadata
- Form type
- 4
- Filed
- May 26, 8:00 PM ET
- Accepted
- May 27, 4:38 PM ET
- Size
- 11.5 KB