UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Adeptus Health Inc.
| (Name of Issuer) |
Class A Common Stock, par value $0.01 per share |
| (Title of Class of Securities) |
006855100 |
| (CUSIP Number) |
|
| December 31, 2017 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
x Rule 13d-1(b)
o Rule 13d-1(c)
o Rule 13d-1(d)
*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 the disclosures provided in a prior cover page.
The information required in 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).
CUSIP No. 006855100 | SCHEDULE 13G/A | Page 2 of 15 Pages |
| 1 | NAME OF REPORTING PERSONS Axon Capital LP ("Axon Capital") | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o | |||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | ||
| 6 | SHARED VOTING POWER 0 | |||
| 7 | SOLE DISPOSITIVE POWER 0 | |||
| 8 | SHARED DISPOSITIVE POWER 0 | |||
CUSIP No. 006855100 | SCHEDULE 13G/A | Page 3 of 15 Pages |
| 1 | NAME OF REPORTING PERSONS Axon Partners GP, L.P. ("PartnersGP") | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o | |||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | ||
| 6 | SHARED VOTING POWER 0 | |||
| 7 | SOLE DISPOSITIVE POWER 0 | |||
| 8 | SHARED DISPOSITIVE POWER 0 | |||
CUSIP No. 006855100 | SCHEDULE 13G/A | Page 4 of 15 Pages |
| 1 | NAME OF REPORTING PERSONS Axon GP, LLC ("GPLLC") | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)o (b) o | |||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | ||
| 6 | SHARED VOTING POWER 0 | |||
| 7 | SOLE DISPOSITIVE POWER 0 | |||
| 8 | SHARED DISPOSITIVE POWER 0 | |||
CUSIP No. 006855100 | SCHEDULE 13G/A | Page 5 of 15 Pages |
| 1 | NAME OF REPORTING PERSONS Axon Partners, LP ("Axon Domestic") | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o | |||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | ||
| 6 | SHARED VOTING POWER 0 | |||
| 7 | SOLE DISPOSITIVE POWER 0 | |||
| 8 | SHARED DISPOSITIVE POWER 0 | |||
CUSIP No. 006855100 | SCHEDULE 13G/A | Page 6 of 15 Pages |
| 1 | NAME OF REPORTING PERSONS Axon International, L.P. ("Axon International") | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o | |||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | ||
| 6 | SHARED VOTING POWER 0 | |||
| 7 | SOLE DISPOSITIVE POWER 0 | |||
| 8 | SHARED DISPOSITIVE POWER 0 | |||
CUSIP No. 006855100 | SCHEDULE 13G/A | Page 7 of 15 Pages |
| 1 | NAME OF REPORTING PERSONS Axon International GP, LLC ("InternationalGP") | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o | |||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | ||
| 6 | SHARED VOTING POWER 0 | |||
| 7 | SOLE DISPOSITIVE POWER 0 | |||
| 8 | SHARED DISPOSITIVE POWER 0 | |||
CUSIP No. 006855100 | SCHEDULE 13G/A | Page 8 of 15 Pages |
| 1 | NAME OF REPORTING PERSONS Dinakar Singh LLC ("Singh LLC") | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o | |||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | ||
| 6 | SHARED VOTING POWER 0 | |||
| 7 | SOLE DISPOSITIVE POWER 0 | |||
| 8 | SHARED DISPOSITIVE POWER 0 | |||
CUSIP No. 006855100 | SCHEDULE 13G/A | Page 9 of 15 Pages |
| 1 | NAME OF REPORTING PERSONS Dinakar Singh ("Mr. Singh") | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o | |||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | ||
| 6 | SHARED VOTING POWER 0 | |||
| 7 | SOLE DISPOSITIVE POWER 0 | |||
| 8 | SHARED DISPOSITIVE POWER 0 | |||
CUSIP No. 006855100 | SCHEDULE 13G/A | Page 10 of 15 Pages |
| Item 1. | (a) Name of Issuer |
Adeptus Health Inc.
| (b) Address of Issuer’s Principal Executive Offices |
2941 Lake Vista Drive, Lewisville, TX 75067
| Item 2. | (a) Name of Person Filing |
This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the "Reporting Persons":
(i) Axon Capital LP ("Axon Capital"), a Delaware limited partnership, with respect to the Common Stock (as defined below) reported in this Schedule 13G/A held by Axon Partners, LP ("Axon Domestic"), and Axon International, L.P. ("Axon International” and together with Axon Domestic, the "Funds").
(ii) Axon Partners GP, L.P. ("PartnersGP"), a Delaware limited partnership, which serves as the general partner of Axon Domestic and the managing member of Axon International GP, LLC ("InternationalGP"), with respect to the Common Stock reported in this Schedule 13G/A managed by Axon Capital and held by the Funds.
(iii) Axon GP, LLC ("GPLLC"), a Delaware limited liability company, which serves as the general partner of Axon Capital and PartnersGP, with respect to the Common Stock reported in this Schedule 13G/A managed by Axon Capital and held by the Funds.
(iv) Axon Domestic, a Delaware limited partnership, with respect to the Common Stock reported in this Schedule 13G/A directly held by it.
(v) Axon International, a Cayman Islands exempted limited partnership, with respect to the Common Stock reported in this Schedule 13G/A directly held by it.
(vi) InternationalGP, a Delaware limited liability company, which serves as the general partner of Axon International, with respect to the Common Stock reported in this Schedule 13G/A managed by Axon Capital and held by Axon International.
(vii) Dinakar Singh LLC ("Singh LLC"), a Delaware limited liability company which serves as the managing member of GPLLC, with respect to the Common Stock reported in this Schedule 13G/A managed by Axon Capital and held by the Funds.
(viii) Dinakar Singh ("Mr. Singh"), an individual who serves as the managing member of Singh LLC, with respect to the Common Stock reported in this Schedule 13G/A managed by Axon Capital and held by the Funds.
| (b) Address of Principal Business Office, or, if none, Residence |
(All, except Axon International)
888 Seventh Avenue
38th Floor
New York, New York 10019
Axon International
c/o Maples Corporate Services Limited
PO Box 309, Ugland House
Grand Cayman KY1-1104
Cayman Islands
| (c) Citizenship |
Delaware (all, except Axon International and Mr. Singh); Axon International: Cayman Islands; Mr. Singh is a United States citizen.
| (d) Title of Class of Securities |
Class A Common Stock, par value $0.01 per share (the "Common Stock")
| (e) CUSIP No.: |
006855100
| CUSIP No. 006855100 | SCHEDULE 13G/A | Page 11 of 15 Pages |
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | x | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | ¨ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
| (h) | ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | ¨ | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); | |
| (k) | ¨ | A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
If this statement is filed pursuant to Rule 13d-1(c), check this box [ ].
| CUSIP No. 006855100 | SCHEDULE 13G/A | Page 12 of 15 Pages |
Item 4. Ownership
Axon Capital, as investment manager to the Funds, has the power to direct the disposition and voting of the shares of Common Stock held by the Funds. InternationalGP is the general partner of Axon International. PartnersGP is the general partner of Axon Domestic and the managing member of InternationalGP. GPLLC is the general partner of PartnersGP and Axon Capital. Singh LLC is a managing member of GPLLC. Mr. Singh, an individual, is the managing member of Singh LLC and in such capacity may be deemed to control Singh LLC, GPLLC and Axon Capital, and therefore may be deemed the beneficial owner of the shares of Common Stock held by the Funds.
Each of Singh LLC, GPLLC, PartnersGP, InternationalGP, and Mr. Singh disclaim beneficial ownership of all of the shares of Common Stock reported in this 13G.
A. Axon Capital
(a) Amount beneficially owned: 0
(b) Percent of class: 0.0%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 0
B. PartnersGP
(a) Amount beneficially owned: 0
(b) Percent of class: 0.0%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 0
C. GPLLC
(a) Amount beneficially owned: 0
(b) Percent of class: 0.0%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 0
D. Axon Domestic
(a) Amount beneficially owned: 0
(b) Percent of class: 0.0%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 0
E. Axon International
(a) Amount beneficially owned: 0
(b) Percent of class: 0.0%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 0
F. InternationalGP
(a) Amount beneficially owned: 0
(b) Percent of class: 0.0%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 0
G. Singh LLC
(a) Amount beneficially owned: 0
(b) Percent of class: 0.0%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 0
H. Mr. Singh
(a) Amount beneficially owned: 0
(b) Percent of class: 0.0%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 0
| CUSIP No. 006855100 | SCHEDULE 13G/A | Page 13 of 15 Pages |
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [X].
Item 6. Ownership of More Than Five Percent on Behalf of Another Person
Not Applicable
Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
Not Applicable
Item 8. Identification and Classification of Members of the Group
Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
| CUSIP No. 006855100 | SCHEDULE 13G/A | Page 14 of 15 Pages |
SIGNATURE
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: February 14, 2018
| Axon Capital LP | |||
| By: Axon GP, LLC, general partner | |||
| By: | /s/ Dinakar Singh | ||
| Name: | Dinakar Singh | ||
| Title: | Chief Executive Officer | ||
| Axon Partners GP, L.P. | |||
| By: Axon GP, LLC, general partner | |||
| By: | /s/ Dinakar Singh | ||
| Name: | Dinakar Singh | ||
| Title: | Chief Executive Officer | ||
| Axon GP, LLC | |||
| By: | /s/ Dinakar Singh | ||
| Name: | Dinakar Singh | ||
| Title: | Chief Executive Officer | ||
| Axon Partners, LP | |||
| By: Axon Partners GP, L.P., general partner | |||
| By: Axon GP, LLC, general partner | |||
| By: | /s/ Dinakar Singh | ||
| Name: | Dinakar Singh | ||
| Title: | Chief Executive Officer | ||
| Axon International, L.P. | |||
| By: Axon International GP, LLC, general partner | |||
| By: Axon Partners GP, L.P., managing member | |||
| By: Axon GP, LLC, general partner | |||
| By: | /s/ Dinakar Singh | ||
| Name: | Dinakar Singh | ||
| Title: | Chief Executive Officer | ||
| Axon International GP, LLC | |||
| By: Axon Partners GP, L.P., managing member | |||
| By: Axon GP, LLC, general partner | |||
| By: | /s/ Dinakar Singh | ||
| Name: | Dinakar Singh | ||
| Title: | Chief Executive Officer | ||
| Dinakar Singh LLC | |||
| By: | /s/ Dinakar Singh | ||
| Name: | Dinakar Singh | ||
| Title: | Managing Member | ||
| By: | /s/ Dinakar Singh | ||
| Name: | Dinakar Singh | ||
| CUSIP No. 006855100 | SCHEDULE 13G/A | Page 15 of 15 Pages |
EXHIBIT 1
AGREEMENT TO MAKE JOINT FILING
Each of the undersigned acknowledges and agrees that the foregoing statement on Schedule 13G/A is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G/A shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.
Dated: February 14, 2018
| Axon Capital LP | |||
| By: Axon GP, LLC, general partner | |||
| By: | /s/ Dinakar Singh | ||
| Name: | Dinakar Singh | ||
| Title: | Chief Executive Officer | ||
| Axon Partners GP, L.P. | |||
| By: Axon GP, LLC, general partner | |||
| By: | /s/ Dinakar Singh | ||
| Name: | Dinakar Singh | ||
| Title: | Chief Executive Officer | ||
| Axon GP, LLC | |||
| By: | /s/ Dinakar Singh | ||
| Name: | Dinakar Singh | ||
| Title: | Chief Executive Officer | ||
| Axon Partners, LP | |||
| By: Axon Partners GP, L.P., general partner | |||
| By: Axon GP, LLC, general partner | |||
| By: | /s/ Dinakar Singh | ||
| Name: | Dinakar Singh | ||
| Title: | Chief Executive Officer | ||
| Axon International, L.P. | |||
| By: Axon International GP, LLC, general partner | |||
| By: Axon Partners GP, L.P., managing member | |||
| By: Axon GP, LLC, general partner | |||
| By: | /s/ Dinakar Singh | ||
| Name: | Dinakar Singh | ||
| Title: | Chief Executive Officer | ||
| Axon International GP, LLC | |||
| By: Axon Partners GP, L.P., managing member | |||
| By: Axon GP, LLC, general partner | |||
| By: | /s/ Dinakar Singh | ||
| Name: | Dinakar Singh | ||
| Title: | Chief Executive Officer | ||
| Dinakar Singh LLC | |||
| By: | /s/ Dinakar Singh | ||
| Name: | Dinakar Singh | ||
| Title: | Managing Member | ||
| By: | /s/ Dinakar Singh | ||
| Name: | Dinakar Singh | ||
