Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.     )*

Class A Common Stock, par value $0.0001 per share

Warrants, each whole warrant exercisable for one

share of Class A Common Stock at an exercise

price of $11.50

(Title of Class of Securities)

Class A Common Stock, par value $0.0001 per share: 00653Q102

Warrants, each whole warrant exercisable for one

share of Class A Common Stock at an exercise

price of $11.50: 00653Q110

(CUSIP Numbers)

Everest Hill Group Inc.

Tropic Isle Building, P.O. Box 3331

Road Town, Tortola

British Virgin Islands, VG 1110

With copies to:

Quadrant Management, Inc.

Attention: Marco Vega

320 Park Avenue

New York, NY 10022

Wuersch & Gering LLP

Attention: Travis L. Gering, Esq.

100 Wall Street, 10th Floor

New York, NY 10005

(212) 509-5050

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

November 8, 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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐

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* 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).

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(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, par value $0.0001 per share (“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, par value $0.0001 per share (“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. 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. The business address of Everest Hill is Tropic Isle Building, P.O. Box 3331, Road Town, Tortola, British Virgin Islands VG 1110.

1	NAMES OF REPORTING PERSONS
	Quadrant Management, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
			80,145 Shares of Class A Common Stock (2) 856,044 Shares of Class B Common Stock (2)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			80,145 Shares of Class A Common Stock (2) 856,044 Shares of Class B Common Stock (2)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	80,145 Shares of Class A Common Stock (2) 856,044 Shares of Class B Common Stock (2)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.1% of Class A Common Stock (2) 2.7% of Class B Common Stock (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

(2)  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.

1	NAMES OF REPORTING PERSONS
	Clifton Bay Management Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			15,025,135 Shares of Class A Common Stock (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			15,025,135 Shares of Class A Common Stock (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	15,025,135 Shares of Class A Common Stock (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	36.6%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

(3)  Mr. Alan G. Quasha serves as a director and President of QMI.  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.

Item 1.

Security and Issuer.

(a)

This statement on Schedule 13D (the “Schedule 13D”) relates to the following securities of AdaptHealth Corp., a Delaware corporation (the “Issuer”):

(i)

Class A Common Stock, par value $0.0001 per share; CUSIP number 00653Q102; and

(ii)

Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 (the “Warrants”); CUSIP number 00653Q110.

(b)

In addition, the Reporting Persons (as defined below) herein disclose ownership of the Issuer’s Class B Common Stock, par value $0.0001 per share; no CUSIP number assigned.

(c)

The principal executive offices of the Issuer are located at 220 West Germantown Pike, Suite 250, Plymouth Meeting, Pennsylvania 19462.

Item 2.

Identity and Background.

(a)	This Schedule 13D is being jointly filed by each of the following persons (being herein collectively referred to as the “Reporting Persons”) pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Act”):

(b)	The principal business address of Clifton Bay Investments, Clifton Bay Management, Q Management, Vicali, Demers, Douglas and Everest Hill is Tropic Isle Building, P.O. Box 3331, Road Town, Tortola, British Virgin Islands VG 1110.

i.

The principal business of Clifton Bay Investments is serving as an investment holding company.

ii.

The principal business of QMI is (x) serving as an investment management company; (y) making investments from time-to-time as principal in various enterprises; and (z) providing business management services to its portfolio companies.

iii.

The principal business of Clifton Bay Management is serving as the general partner of Clifton Bay Investments.

iv.

The principal business of Q Management is serving as trustee of Everest Trust.

v.

The principal business of Vicali is serving as corporate director to various companies.

vi.

The principal business of Demers is serving as a lawyer.

vii.

The principal business of Douglas is serving as an accountant.

viii.

The principal business of Everest Hill is serving as investment holding company.

ix.

The principal business of Wayne Quasha is serving as settlor of the Everest Trust.

x.

The principal business of Alan Quasha is serving as Director and President of QMI; Alan Quasha also serves as a director of the Issuer.

(d)	During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)

During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgement, decree or final order enjoining future violations of or prohibiting or mandating activities subject to, federal or state securities laws or finding violation with respect to such laws.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 4.

Purpose of Transaction.

Item 5.

Interest in Securities of the Issuer.

(a)

Clifton Bay Investments and Clifton Bay Management may together be deemed to be the beneficial owners of: (x) an aggregate of 15,025,135 shares of Class A Common Stock (including shares of Class A Common Stock underlying 665,628 warrants that will become exercisable on and after December 8, 2019), representing approximately 36.6% of the outstanding shares of Class A Common Stock.

(b)

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 on and after December 8, 2019), representing approximately 0.1% of the outstanding shares of Class A Common Stock; and 856,044 shares of Class B Common Stock, representing approximately 2.7% of the outstanding shares of Class B Common Stock.  Alan Quasha may be deemed to beneficially own the shares of Class A Common Stock and Class B Common Stock owned by QMI.

(c)

Q Management, Vicali, Demers, Douglas, Everest Hill and Wayne Quasha may collectively be deemed to be the beneficial owners of: (x) an aggregate of 15,105,280 shares of Class A Common Stock (consisting of shares of Class A Common Stock and shares of Class A Common Stock underlying warrants owned of record by each of Clifton Bay Investments and QMI, respectively) , representing in the aggregate approximately 36.8% of the outstanding shares of Class A Common Stock; and (y) 856,044 shares of the Class B Common Stock owned of record by QMI, representing approximately 2.7% of the outstanding shares of Class B Common Stock.

(d)

All shares of Class A Common Stock and Class B Common Stock of all Reporting Persons vote together as a single class, except as required by law or the Amended & Restated Certificate of Incorporation of the Issuer, and constitute in the aggregate approximately 21.8% of the voting power of the Issuer.

(e)

Vicali Services, Demers and Douglas disclaim any and all beneficial ownership interests in securities of the Issuer beneficially owned by all other Reporting Persons.

(f)

Other than the transactions described in Items 3 and 4 above, the Reporting Persons have not effectuated any transactions in the Common Stock in the past 60 days.

(g)

Except as described in this paragraph, as of the date of this Schedule 13D, no person other than the Reporting Persons is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock covered by this Schedule 13D.

(h)

None of the Reporting Persons beneficially own any other shares of Class A Common Stock of the Issuer.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

(i)

Merger Agreement:

(ii)

Registration Rights Agreement:

(iii)

Lock-Up Agreement

Item 7.

Material to be Filed as Exhibits