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

This Amendment No. 2 (this “Amendment”)
to Schedule 13D amends the Schedule 13D (as previously amended, the “Schedule 13D”) filed by (i) Deerfield Mgmt,
L.P. (“Deerfield Mgmt”), (ii) Deerfield Management Company, L.P. (“Deerfield Management”),
(iii) Deerfield Partners, L.P. (“Deerfield Partners”), (iv) Deerfield International Master Fund, L.P. (“DIMF”
and, together with Deerfield Partners, collectively referred to herein as the “Funds”) and (v) James E. Flynn,
a natural person (“Flynn” and, collectively with Deerfield Mgmt, Deerfield Management, Deerfield Partners, and
DIMF, the “Reporting Persons”), with respect to the securities of Adeptus Health Inc. (the “Company”),
on September 19, 2016, as amended by Amendment No. 1 thereto, filed by the Reporting Persons on February 6, 2017.

Capitalized terms used herein but not otherwise
defined herein shall have the meanings ascribed to them in the Schedule 13D.

Item 4.         Purpose of
Transaction.

Item 4 of the Schedule 13D is hereby
supplemented and amended by adding the following:

As previously reported by the Reporting Persons, the Reporting
Persons have been evaluating and have engaged in discussions regarding a potential investment in the Company. As previously disclosed
by the Company, on March 7, 2017 the Company and certain of its subsidiaries obtained bridge financing capital from certain of
its existing senior lenders. That bridge financing matured unpaid on March 31, 2017. On April 3, 2017, the Reporting Persons and
certain of their affiliates acquired the entire $212.7 million senior debt position, including the bridge loan debt,
and are engaging in discussions with the Company and certain of its creditors
(including MPT Operating Partnership, L.P. with which the Reporting Persons have entered into an agreement in principle regarding
master lease facilities) regarding a potential transaction in which the Funds would provide further
bridge and debtor-in-possession financing to the Company, in connection with a court-supervised restructuring of the Company,
its debt and outstanding securities, with an ultimate goal on the part of the Reporting Persons of obtaining control of the Company
or key assets thereof, and, following consummation of such series of transactions, operating the company or such assets. There
can be no assurance that such discussions will result in consummation of such transactions or, if consummated, as to the terms
or structure of any such transactions.

Assuming
consummation of such transactions, the Reporting Persons and their affiliates intend to fund the operations of the acquired
business such that it can continue to provide the highest quality services and support its employees,
independent contractors and partners.