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

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

[Rule 13d-101]

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §
24.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13D-2(a)

(Amendment No. 2)*

Adeptus
Health Inc.

 (Name of Issuer)

Class
A Common Stock

 (Title of Class of Securities)

006855100

 (CUSIP Number)

(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March
31, 2017

 (Date of Event which Requires
Filing of this Statement)

If the filing person
has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.

Note: Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7
for other parties to whom copies are to be sent.

(Continued on following
pages)

(Page 1 of 8 Pages)

* The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed”
for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities
of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

(1) Consists of shares of Class A Common Stock held by Deerfield
Partners, L.P. and Deerfield International Master Fund, L.P., of each of which Deerfield Mgmt, L.P. is the general partner. The
percentage of outstanding Class A Common Stock beneficially owned has been determined based on 16,395,599 shares of Class A Common
Stock outstanding as of November 7, 2016, as set forth in the Company’s Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 2016.

 SCHEDULE 13D

(2) Consists of shares of Class A Common Stock held by Deerfield
Partners, L.P. and Deerfield International Master Fund, L.P., of each of which Deerfield Management Company, L.P. is the investment
adviser. The percentage of outstanding Class A Common Stock beneficially owned has been determined based on 16,395,599 shares
of Class A Common Stock outstanding as of November 7, 2016, as set forth in the Company’s Quarterly Report on Form 10-Q
for the quarterly period ended September 30, 2016.

SCHEDULE 13D

(3) The percentage of outstanding Class A Common Stock beneficially owned has been determined based on
16,395,599 shares of Class A Common Stock outstanding as of November 7, 2016, as set forth in the Company’s Quarterly Report
on Form 10-Q for the quarterly period ended September 30, 2016.

 SCHEDULE 13D

(4) The percentage of outstanding Class A Common Stock beneficially
owned has been determined based on 16,395,599 shares of Class A Common Stock outstanding as of November 7, 2016, as set forth in
the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016.

SCHEDULE 13D

(5) Consists of shares of Class A Common Stock held by Deerfield
Partners, L.P. and Deerfield International Master Fund, L.P. James E. Flynn is the managing member of the general partner of each
of Deerfield Mgmt, L.P. and Deerfield Management Company, L.P., the general partner and the investment adviser, respectively, of
Deerfield Partners, L.P. and Deerfield International Master Fund, L.P. The percentage of outstanding Class A Common Stock beneficially
owned has been determined based on 16,395,599 shares of Class A Common Stock outstanding as of November 7, 2016, as set forth in
the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016.

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.

SIGNATURE

After reasonable inquiry
and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true,
complete and correct.

Dated:
April 3, 2017