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Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Prescott Group Capital Management | 0 | 0 | 0 | 0 | 0 | 0.0% |
| Prescott Group Aggressive Small Cap | 0 | 0 | 0 | 0 | 0 | 0.0% |
| Prescott Group Aggressive Small Cap II | 0 | 0 | 0 | 0 | 0 | 0.0% |
| Phil Frohlich | 0 | 0 | 0 | 0 | 0 | 0.0% |
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Page 1 of 9 – SEC Filing
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE
13G/A
(Amendment No. 1)
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
Adeptus
Health Inc.
(Name of Issuer)
Class A Common Stock, $0.01 par value per share
(Title of Class of Securities)
006855100
(CUSIP Number)
March 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:
☒ Rule 13d-1(b)
☐ Rule 13d-1(c)
☐
Rule 13d-1(d)
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Page 2 of 9 – SEC Filing
| CUSIP No. 006855100 | 13G/A |
| 1 | NAME OF I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Prescott Group Capital Management, L.L.C. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER (a) ☐ (b) ☐ | |||||
| 3 | SEC USE ONLY | |||||
| 4 | CITIZENSHIP OR PLACE OF State of Oklahoma | |||||
| 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 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT 0.0%** | |||||
| 12 | TYPE OF REPORTING PERSON* IA | |||||
| * | SEE INSTRUCTIONS BEFORE FILLING OUT |
| ** | SEE ITEM 4(b). |
2
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Page 3 of 9 – SEC Filing
| CUSIP No. 006855100 | 13G/A |
| 1 | NAME OF I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Prescott Group Aggressive Small Cap, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER (a) ☐ (b) ☐ | |||||
| 3 | SEC USE ONLY | |||||
| 4 | CITIZENSHIP OR PLACE OF State of Oklahoma | |||||
| 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 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT 0.0%** | |||||
| 12 | TYPE OF REPORTING PERSON* PN | |||||
| * | SEE INSTRUCTIONS BEFORE FILLING OUT |
| ** | SEE ITEM 4(b). |
3
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Page 4 of 9 – SEC Filing
| CUSIP No. 006855100 | 13G/A |
| 1 | NAME OF I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Prescott Group Aggressive Small Cap II, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER (a) ☐ (b) ☐ | |||||
| 3 | SEC USE ONLY | |||||
| 4 | CITIZENSHIP OR PLACE OF State of Oklahoma | |||||
| 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 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT 0.0%** | |||||
| 12 | TYPE OF REPORTING PERSON* PN | |||||
| * | SEE INSTRUCTIONS BEFORE FILLING OUT |
| ** | SEE ITEM 4(b). |
4
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Page 5 of 9 – SEC Filing
| CUSIP No. 006855100 | 13G/A |
| 1 | NAME OF I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Phil Frohlich | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER (a) ☐ (b) ☐ | |||||
| 3 | SEC USE ONLY | |||||
| 4 | CITIZENSHIP OR PLACE OF U.S. Citizen | |||||
| 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 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT 0.0%** | |||||
| 12 | TYPE OF REPORTING PERSON* IN | |||||
| * | SEE INSTRUCTIONS BEFORE FILLING OUT |
| ** | SEE ITEM 4(b). |
5
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Page 6 of 9 – SEC Filing
SCHEDULE 13G
This Amendment No. 1 (this Amendment) to Schedule 13G (the Schedule 13G) is being filed on behalf of Prescott
Group Capital Management, L.L.C., an Oklahoma limited liability company (Prescott Capital), Prescott Group Aggressive Small Cap, L.P., an Oklahoma limited partnership (Prescott Small Cap), Prescott Group Aggressive Small Cap
II, L.P., an Oklahoma limited partnership (Prescott Small Cap II and, together with Prescott Small Cap, the Small Cap Funds) and Mr. Phil Frohlich the principal of Prescott Capital, relating to Class A Common Stock,
$0.01 par value per share (the Common Stock), of Adeptus Health Inc., a Delaware corporation (the Issuer).
This
Amendment is being filed to report that the Reporting Persons no longer own shares of Common Stock of the Issuer and amends and restates the Schedule 13G as follows.
| Item 1(a) | Name of Issuer. |
Adeptus Health Inc.
| Item 1(b) | Address of Issuers Principal Executive Offices. |
2941 Lake Vista Drive
Lewisville, Texas 75067
| Item 2(a) | Name of Person Filing. |
Prescott Group Capital Management, L.L.C. (Prescott
Capital), Prescott Group Aggressive Small Cap, L.P. (Prescott Small Cap), Prescott Group Aggressive Small Cap II, L.P. (Prescott Small Cap II and, together with Prescott Small Cap, the Small Cap Funds) and
Mr. Phil Frohlich.
| Item 2(b) | Address of Principal Business Office, or, if none, Residence. |
1924 South Utica, Suite
1120
Tulsa, Oklahoma 74104-6529
| Item 2(c) | Citizenship or Place of Organization. |
Prescott Capital is an Oklahoma limited
liability company. The Small Cap Funds are Oklahoma limited partnerships. Mr. Phil Frohlich is the principal of Prescott Capital and is a U.S. citizen.
| Item 2(d) | Title of Class of Securities. |
Class A Common Stock, $0.01 par value per share
(the Common Stock).
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Page 7 of 9 – SEC Filing
| Item 2(e) | CUSIP Number. |
006855100
| Item 3 | Reporting Person. |
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), 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) | ☒ | An investment advisor 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 association 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) | ☐ | Group, in accordance with §240.13d-1(b)(1)(ii)(J). | ||
| Item 4 | Ownership. |
The Reporting Persons own 0 shares of Common Stock of the Issuer.
| 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 Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following ☒.
| Item 6 | Ownership of More Than Five Percent on Behalf of Another Person. |
Inapplicable.
7
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Page 8 of 9 – SEC Filing
| Item 7 | Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company. |
Inapplicable.
| Item 8 | Identification and Classification of Members of the Group. |
Inapplicable.
| Item 9 | Notice of Dissolution of Group. |
Inapplicable.
| 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.
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Page 9 of 9 – SEC Filing
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.
Date: April 4, 2017
| Prescott Group Capital Management, L.L.C. | ||
| By: | /s/ Phil Frohlich | |
| PHIL FROHLICH, Managing Member | ||
| Prescott Group Aggressive Small Cap, L.P. | ||
| By: Prescott Group Capital Management, L.L.C., its general partner | ||
| By: | /s/ Phil Frohlich | |
| PHIL FROHLICH, Managing Member | ||
| Prescott Group Aggressive Small Cap II, L.P. | ||
| By: Prescott Group Capital Management, L.L.C., its general partner | ||
| By: | /s/ Phil Frohlich | |
| PHIL FROHLICH, Managing Member | ||
| /s/ Phil Frohlich | ||
| Phil Frohlich | ||
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