13D Filing: James E. Flynn and Adeptus Health Inc. (ADPT)

(d) Not Applicable.

(e) As of May 12, 2017, the Reporting Persons ceased to beneficially
own more than five percent of the Common Stock.

Item
6.     Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended and supplemented
by adding the following:

On May 9, 2017,
each of Deerfield Partners and DIMF entered into a Stock Purchase Agreement (the “SPA”) pursuant to which it
agreed to sell 353,128 shares and 449,434 shares of Common Stock (collectively, the “Subject Shares”),
respectively, for an aggregate purchase price of $500, in order to liquidate a significant portion of its equity investment
in the Company for a sum certain. Pursuant to the SPA, the purchaser agreed to certain limitations on the resale of the
Subject Shares. The sale of the Subject Shares was completed on May 12, 2017.

The foregoing description
of the SPA is a summary only and is qualified in its entirety by reference to the full text of the SPA, a copy of which is filed
as Exhibit 99.2 hereto.

Item 7.     Material to be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended by adding the
following as Exhibits 99.2:

Exhibit 99.2     Form of Stock Purchase Agreement*