Adeptus Health (ADPTQ) Form 4/A Adeptus Health / Tim Fielding ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Fielding Tim

(Last) (First) (Middle)

C/O ADEPTUS HEALTH INC.,

2941 LAKE VISTA DRIVE

(Street)

LEWISVILLE TX 75067

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Adeptus Health Inc. [ ADPT ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)
02/29/2016

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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Shares of Class A common stock, par value $0.01 per share	02/25/2016		A		7,321(1)	A	$0.00	14,458	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The Form 4, as originally filed, reported the Reporting Person's beneficial ownership following this transaction by including time-based restricted stock and a grant of performance-based restricted stock based on performance vesting equal to 100% of target. The Form 4, as amended by this Form 4/A, includes both the time based restricted stock and the total maximum potential amount of performance based restricted stock which includes additional shares if performance exceeds 100% of pre-established targets. This Form 4/A represents a grant of restricted stock subject to the following vesting schedule (i) 2,441 shares will vest over a three year period with 33.3% vesting on February 25, 2017 and the remainder vesting in equal quarterly installments for the two years thereafter and (ii) up to 4,880 shares will vest on February 25, 2019, provided that the Issuer has met certain pre-established earnings and revenue targets. No other changes have been made to the original Form 4.

	/s/ Jeffrey Vines, attorney-in-fact	04/12/2016
	** 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 4 (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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