SCP III AIV THREE-FCER Conduit Form 4 Adeptus Health / Daniel Rosenberg 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^*

Sterling Capital Partners III, LLC

(Last) (First) (Middle)

C/O STERLING PARTNERS,

401 NORTH MICHIGAN AVENUE, SUITE 3300

(Street)

CHICAGO IL 60611

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/08/2016

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

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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
Class A Common Stock	06/08/2016		S		1,043,281	D	$60.5275(1)	1,009,813	I	See footnotes(2)(7)
Class A Common Stock								5,593(3)	I	See footnote(3)

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
Units of Adeptus Health LLC(4)	(4)	06/08/2016		D(5)			1,411,955	(4)	(4)	Class A Common Stock	1,411,955	$60.5275(5)	1,335,068	I	See footnotes(6)(7)

1. Name and Address of Reporting Person^*

Sterling Capital Partners III, LLC

(Last) (First) (Middle)

C/O STERLING PARTNERS,

401 NORTH MICHIGAN AVENUE, SUITE 3300

(Street)

CHICAGO IL 60611

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SCP III AIV THREE-FCER Conduit, L.P.

(Last) (First) (Middle)

C/O STERLING PARTNERS,

401 NORTH MICHIGAN AVENUE, SUITE 3300

(Street)

CHICAGO IL 60611

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SCP III AIV THREE-FCER, L.P.

(Last) (First) (Middle)

C/O STERLING PARTNERS,

401 NORTH MICHIGAN AVENUE, SUITE 3300

(Street)

CHICAGO IL 60611

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SC Partners III, L.P.

(Last) (First) (Middle)

C/O STERLING PARTNERS,

401 NORTH MICHIGAN AVENUE, SUITE 3300

(Street)

CHICAGO IL 60611

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Taslitz Steven

(Last) (First) (Middle)

C/O STERLING PARTNERS,

401 NORTH MICHIGAN AVENUE, SUITE 3300

(Street)

CHICAGO IL 60611

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ELFMAN MERRICK

(Last) (First) (Middle)

C/O STERLING PARTNERS,

401 NORTH MICHIGAN AVENUE, SUITE 3300

(Street)

CHICAGO IL 60611

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BECKER DOUGLAS L

(Last) (First) (Middle)

C/O STERLING PARTNERS,

401 NORTH MICHIGAN AVENUE, SUITE 3300

(Street)

CHICAGO IL 60611

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

HOEHN SARIC RULDOLF CHRISTOPHER

(Last) (First) (Middle)

C/O STERLING PARTNERS,

401 NORTH MICHIGAN AVENUE, SUITE 3300

(Street)

CHICAGO IL 60611

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Rosenberg Daniel

(Last) (First) (Middle)

C/O STERLING PARTNERS,

401 NORTH MICHIGAN AVENUE, SUITE 3300

(Street)

CHICAGO IL 60611

(City) (State) (Zip)

Explanation of Responses:

1. This amount represents the $62.00 public offering price per share of Class A Common Stock of Adeptus Health Inc. (the "Issuer"), less the underwriting discount of $1.4725 per share.

2. Shares of Class A Common Stock of the Issuer are held by SCP III AIV THREE-FCER Conduit, L.P.

3. Represents restricted shares of Class A Common Stock of the Issuer granted as director compensation to current and former members of the Issuer's board of directors who are employees of Sterling Fund Management, LLC and hold such shares of Class A Common Stock for and on behalf of Sterling Fund Management, LLC, which acts as an advisor to SCP III AIV THREE-FCER, L.P. and SCP III AIV THREE-FCER Conduit, L.P. (the "Sterling Funds"). A portion of the proceeds of any disposition of these securities will be applied against management fees attributable to limited partners of the Sterling Funds which are payable to the advisor. Sterling Fund Management, LLC is wholly-owned by Sterling Fund Management Holdings, L.P., whose general partner, Sterling Fund Management Holdings GP, LLC is managed by Messrs. Steven M. Taslitz, Merrick M. Elfman, Douglas L. Becker and R. Christopher Hoehn-Saric.

4. Units of Adeptus Health LLC represent limited liability company units of Adeptus Health LLC and an equal number of shares of Class B Common Stock of the Issuer, which together are exchangeable on a one-for-one basis for shares of Class A Common Stock of the Issuer pursuant to the Amended and Restated Limited Liability Company Agreement of Adeptus Health LLC.

5. Represents a purchase of limited liability company units of Adeptus Health LLC by the Issuer from SCP III AIV THREE-FCER, L.P. at $62.00 per share, the public offering price per share of Class A Common Stock, less an amount equal to the underwriting discount of $1.4725 per share. In connection with the purchase, an equivalent number of shares of Class B Common Stock of the Issuer were cancelled.

6. Units of Adeptus Health LLC are held by SCP III AIV THREE-FCER, L.P.

7. Sterling Capital Partners III, LLC is the general partner of SC Partners III, L.P., the general partner of each of the Sterling Funds. Messrs. Steven M. Taslitz, Merrick M. Elfman, Douglas L. Becker and R. Christopher Hoehn-Saric are the managers of Sterling Capital Partners III, LLC. Mr. Rosenberg also has an indirect interest in the securities of the Issuer held by the Sterling Funds.

Remarks:

Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.

	/s/ M. Avi Epstein, General Counsel of Sterling Capital Partners III, LLC, the general partner of SC Partners III, L.P., the general partner of SCP III AIV THREE-FCER, L.P.	06/10/2016
	/s/ M. Avi Epstein, General Counsel of Sterling Capital Partners III, LLC, the general partner of SC Partners III, L.P., the general partner of SCP III AIV THREE-FCER Conduit, L.P.	06/10/2016
	/s/ M. Avi Epstein, General Counsel of Sterling Capital Partners III, LLC, the general partner of SC Partners III, L.P.	06/10/2016
	/s/ M. Avi Epstein, General Counsel of Sterling Capital Partners III, LLC	06/10/2016
	/s/ M. Avi Epstein, attorney-in-fact for Steven M. Taslitz	06/10/2016
	/s/ M. Avi Epstein, attorney-in-fact for Merrick M. Elfman	06/10/2016
	/s/ M. Avi Epstein, attorney-in-fact for Douglas L. Becker	06/10/2016
	/s/ M. Avi Epstein, attorney-in-fact for R. Christopher Hoehn-Saric	06/10/2016
	/s/ M. Avi Epstein, attorney-in-fact for Daniel W. Rosenberg	06/10/2016
	** Signature of Reporting Person	Date
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