May 19, 2016
VIA EDGAR
Re:Adeptus Health Inc. (CIK No. 0001602367)
Form 10-K for Fiscal Year Ended December 31, 2015
Filed February 29, 2016
Form 10-Q for Fiscal Quarter Ended March 31, 2016
Filed April 29, 2016
(File No. 001-36520)
Larry Spirgel
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington D.C. 20549
Ladies and Gentlemen:
This letter is in response to the comment set forth in the comment letter of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated May 13, 2016 relating to Adeptus Health Inc.’s (the “Company”) above-referenced Form 10-K and Form 10-Q. To assist your review, we have retyped the text of the Staff’s comment in italics below.
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Securities and Exchange Commission | May 19, 2016 |
Comment Letter dated May 13, 2016
Form 10-K
Exhibits 31.1 and 31.2
Form 10-Q, March 31, 2016
Exhibits 31.1 and 31.2
1. | We note that your certifications filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 lack paragraph 4(b) representations pertaining to the design of your internal control over financial reporting. Please amend your Form 10-K and your March 31, 2016 Form 10-Q. Include all of the representations required for Section 302. |
Today, the Company filed an amendment to its Form 10-K for the fiscal year ended December 31, 2015 and an amendment to its Form 10-Q for the fiscal quarter ended March 31, 2016 to include the representations required under Section 302 of the Sarbanes-Oxley Act of 2002 in the manner described above in the Staff’s comment.
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As requested, the Company also acknowledges the following:
· | The Company is responsible for the adequacy and accuracy of the disclosures in the filing; |
· | Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and |
· | The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Please call me at (972) 899-6158 if you wish to discuss our responses to the comment letter.
Very truly yours,
/s/ Timothy L. Fielding
Timothy L. Fielding
Chief Financial Officer
cc:Securities and Exchange Commission
Joseph M. Kempf
Dean Suehiro
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Securities and Exchange Commission | May 19, 2016 |
Emily C. Drazan
Celeste M. Murphy
Robert S. Littlepage
Adeptus Health Inc.
Thomas S. Hall
Graham B. Cherrington
Simpson Thacher & Bartlett LLP
Joseph H. Kaufman
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