SEC FORM 3

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^*

Everest Hill Group Inc.

(Last)

(First)

(Middle)

TROPIC ISLE BUILDING

P O BOX 3331

(Street)

ROAD TOWN TORTOLA

VG 1110

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/08/2019

3. Issuer Name and Ticker or Trading Symbol
AdaptHealth Corp. [ AHCO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	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)

X	Form filed by One Reporting Person
	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	15,105,280	I	Footnotes⁽¹⁾⁽²⁾⁽³⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Warrant	12/08/2019	12/07/2024	Class A Common Stock	665,628	$11.5	I	Footnotes⁽¹⁾⁽²⁾⁽³⁾

Explanation of Responses:

1. Includes shares and warrants held directly by Clifton Bay Offshore Investments L.P. ("Clifton Bay Investments") and Quadrant Management, Inc. ("QMI"). Clifton Bay Investments holds 15,025,135 shares of Class A Common Stock (including shares of Class A Common Stock underlying 665,628 warrants that will become exercisable December 8, 2019). QMI holds 80,145 shares of Class A Common Stock (including 41,473 shares of Class A Common Stock underlying warrants that will become exercisable December 8, 2019) and 856,044 shares of Class B Common Stock. The general partner of Clifton Bay Investments is Clifton Bay Management Ltd. ("Clifton Bay Management"), which is indirectly owned by the trustee of the Everest Trust ("Everest Trust"), a trust settled by Mr. Wayne Quasha. Q Management Services (PTC) Ltd. ("Q Management"), as trustee of Everest Trust, owns all of the shares of Everest Hill Group Inc. ("Everest Hill"), which indirectly controls Clifton Bay Management.

2. Vicali Services (BVI) Inc., a British Virgin Islands company ("Vicali"), is the sole director of Everest Hill and Q Management, and Susan V. Demers, a United States citizen, and Andrea J. Douglas, a citizen of New Zealand, are the directors of Vicali and each of them has voting power over Vicali and thus power over investment and voting determinations made by Clifton Bay Management. QMI is owned by Everest Hill. Mr. Wayne Quasha, ultimately beneficially owns all of the shares of Everest Hill, and as such, is in a position, indirectly, to determine the investment and voting decisions made by Everest Hill and Clifton Bay Management. The business address of Clifton Bay Investments and Clifton Bay Management is Tropic Isle Building, P.O. Box 3331, Road Town, Tortola, British Virgin Islands VG 1110. The business address of Mr. Wayne Quasha is c/o PFD Corporate Services (BVI) Limited, Tropic Isle Building, P.O. Box 3331, Road Town, Tortola, British Virgin Islands VG 1110.

3. The business address of Everest Hill is Tropic Isle Building, P.O. Box 3331, Road Town, Tortola, British Virgin Islands VG 1110.

Remarks:

This Form 3 is hereby filed by the reporting person in its own capacity and in respect of the following affiliates of the reporting person deemed to beneficially own securities of the issuer: Clifton Bay Investments, QMI, Clifton Bay Management, Wayne Quasha, Q Management as trustee of Everest Trust, Everest Hill, Vicali, Susan V. Demers, Andrea J. Douglas, and Alan Quasha, each as respectively disclosed in that certain Schedule 13D filed by the reporting person with the Commission on January 9, 2020 and incorporated herein by reference. Alan Quasha serves as a director of the Issuer and is an affiliate of QMI. In connection therewith, QMI may be deemed to be a director by deputization of the Issuer solely for purposes of Section 16(a) of the Exchange Act. As a result, QMI is reported as a "Reporting Person" in Item 1 in respect of the "Director" box as marked in Item 4 of this Form 3.

	/s/ Susan V. Demers, for Vicali Services (BVI) Inc.	11/20/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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