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Filing Details

Accession Number:: 0001104659-15-037694
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2015-05-13 16:06:46
Reporting Period:: 2015-05-11

Filing Date:: 2015-05-13
Accepted Time:: 2015-05-13 16:06:46
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1602367	Adeptus Health Inc.	ADPT	Services-Hospitals (8060)	465037387

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1352791	Daniel Rosenberg	C/O Sterling Partners, 401 North Michigan Avenue, Suite 3300 Chicago IL 60611		Yes	No	Yes	No
1611341	J. Daniel Hosler	C/O Sterling Partners, 401 North Michigan Avenue, Suite 3300 Chicago IL 60611		Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Disposition	2015-05-11	842,704	$60.08	3,317,817	No	4	S	Indirect	See footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Units of Adeptus Health LLC	Disposition	2015-05-11	1,132,475	$60.08	1,132,475	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
4,458,674			No	4	D	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	3,410	Indirect	See footnote

Footnotes

This amount represents the $63.75 public offering price per share of Class A Common Stock of Adeptus Health, Inc. (the "Issuer"), less the underwriting discount of $3.665624 per share.
Shares of Class A Common Stock of the Issuer are held by SCP III AIV THREE-FCER Conduit, L.P.
Represents restricted shares of Class A Common Stock of the Issuer granted to Daniel W. Rosenberg and Daniel J. Hosler as members of the board of directors of the Issuer. Messrs. Rosenberg and Hosler are employees of Sterling Fund Management, LLC and hold such restricted 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, Eric D. Becker and R. Christopher Hoehn-Saric.
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.
Represents a purchase of limited liability company units of Adeptus Health LLC by the Issuer from SCP III AIV THREE-FCER, L.P. at $63.75 per share, the public offering price per share of Class A Common Stock, less an amount equal to the underwriting discount of $3.665624 per share. In connection with the purchase, an equivalent number of shares of Class B Common Stock of the Issuer were cancelled.
Units of Adeptus Health LLC are held by SCP III AIV THREE-FCER, L.P.
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, Eric D. Becker and R. Christopher Hoehn-Saric are the managers of Sterling Capital Partners III, LLC. Messrs. Rosenberg and Hosler also have an indirect interest in the securities of the Issuer held by the Sterling Funds.