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Charles Davidson and Joseph Jacobs

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Debello Investors 0 0 343,000 2.09%
Wexford Focused Investors 0 0 25,000 0.15%
Wexford Spectrum Investors 0 0 1,032,000 6.29%
Wexford Capital 0 0 1,400,000 8.54%
Wexford GP 0 0 1,400,000 8.54%
Charles E. Davidson 0 0 1,400,000 8.54%
Joseph M. Jacobs 0 0 1,400,000 8.54%
Charles Davidson And Joseph Jacobs
Charles Davidson And Joseph Jacobs
Wexford Capital

Page 1 of 12 – SEC Filing

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
 ADEPTUS HEALTH INC.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
 006855100
(CUSIP Number)
Arthur H. Amron, Esq.
Wexford Capital LP
411 West Putnam Avenue
Greenwich, CT 06830
(203) 862-7000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 5, 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 Rule 13d-1(e), Rule 13d-1(f) or Rule 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 section 240.13d-7 for other parties to whom copies are to be sent.
*    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 other subject to the liabilities of that section of Act but shall be subject to all other provisions of the Act (however, see the Notes).

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Page 2 of 12 – SEC Filing

CUSIP No. 066855100
1
Names of Reporting Persons.
I.R.S. Identification Nos. of above Persons (entities only)
Debello Investors LLC
2
Check the Appropriate Box if a Member of a Group
(See Instructions)
(a)  
(b)  
3
SEC Use Only
4
Source of Funds (See Instructions)
OO
5
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e
6
Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
7
Sole Voting Power
0
8
Shared Voting Power (see Item 5 below)
343,000
9
Sole Dispositive Power
0
10
Shared Dispositive Power (see Item 5 below)
343,000
11
Aggregate Amount Beneficially Owned by Each Reporting Person
343,000
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13
Percent of Class Represented by Amount in Row (11)
2.09%
14
Type of Reporting Person (See Instructions)
CO

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Page 3 of 12 – SEC Filing

CUSIP No. 066855100
1
Names of Reporting Persons.
I.R.S. Identification Nos. of above Persons (entities only)
Wexford Focused Investors LLC
2
Check the Appropriate Box if a Member of a Group
(See Instructions)
(a)  
(b)  
3
SEC Use Only
4
Source of Funds (See Instructions)
OO
5
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e
6
Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
7
Sole Voting Power
0
8
Shared Voting Power (see Item 5 below)
25,000
9
Sole Dispositive Power
0
10
Shared Dispositive Power (see Item 5 below)
25,000
11
Aggregate Amount Beneficially Owned by Each Reporting Person
25,000
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13
Percent of Class Represented by Amount in Row (11)
0.15%
14
Type of Reporting Person (See Instructions)
OO

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Page 4 of 12 – SEC Filing

CUSIP No. 066855100
1
Names of Reporting Persons.
I.R.S. Identification Nos. of above Persons (entities only)
Wexford Spectrum Investors LLC
2
Check the Appropriate Box if a Member of a Group
(See Instructions)
(a)  
(b)  
3
SEC Use Only
4
Source of Funds (See Instructions)
OO
5
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e
6
Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
7
Sole Voting Power
0
8
Shared Voting Power (see Item 5 below)
1,032,000
9
Sole Dispositive Power
0
10
Shared Dispositive Power (see Item 5 below)
1,032,000
11
Aggregate Amount Beneficially Owned by Each Reporting Person
1,032,000
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13
Percent of Class Represented by Amount in Row (11)
6.29%
14
Type of Reporting Person (See Instructions)
OO

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Page 5 of 12 – SEC Filing

CUSIP No. 066855100
1
Names of Reporting Persons.
I.R.S. Identification Nos. of above Persons (entities only)
Wexford Capital LP
2
Check the Appropriate Box if a Member of a Group
(See Instructions)
(a)  
(b)  
3
SEC Use Only
4
Source of Funds (See Instructions)
OO
5
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e
6
Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
7
Sole Voting Power
0
8
Shared Voting Power (see Item 5 below)
1,400,000
9
Sole Dispositive Power
0
10
Shared Dispositive Power (see Item 5 below)
1,400,000
11
Aggregate Amount Beneficially Owned by Each Reporting Person
1,400,000
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13
Percent of Class Represented by Amount in Row (11)
8.54%
14
Type of Reporting Person (See Instructions)
PN

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Page 6 of 12 – SEC Filing

CUSIP No. 066855100
1
Names of Reporting Persons.
I.R.S. Identification Nos. of above Persons (entities only)
Wexford GP LLC
2
Check the Appropriate Box if a Member of a Group
(See Instructions)
(a)  
(b)  
3
SEC Use Only
4
Source of Funds (See Instructions)
OO
5
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e
6
Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
7
Sole Voting Power
0
8
Shared Voting Power (see Item 5 below)
1,400,000
9
Sole Dispositive Power
0
10
Shared Dispositive Power (see Item 5 below)
1,400,000
11
Aggregate Amount Beneficially Owned by Each Reporting Person
1,400,000
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13
Percent of Class Represented by Amount in Row (11)
8.54%
14
Type of Reporting Person (See Instructions)
OO

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Page 7 of 12 – SEC Filing

CUSIP No. 066855100
1
Names of Reporting Persons.
I.R.S. Identification Nos. of above Persons (entities only)
Charles E. Davidson
2
Check the Appropriate Box if a Member of a Group
(See Instructions)
(a)  
(b)  
3
SEC Use Only
4
Source of Funds (See Instructions)
OO
5
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e
6
Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned by Each Reporting Person With
7
Sole Voting Power
0
8
Shared Voting Power (see Item 5 below)
1,400,000
9
Sole Dispositive Power
0
10
Shared Dispositive Power (see Item 5 below)
1,400,000
11
Aggregate Amount Beneficially Owned by Each Reporting Person
1,400,000
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13
Percent of Class Represented by Amount in Row (11)
8.54%
14
Type of Reporting Person (See Instructions)
IN

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Page 8 of 12 – SEC Filing

CUSIP No. 066855100
1
Names of Reporting Persons.
I.R.S. Identification Nos. of above Persons (entities only)
Joseph M. Jacobs
2
Check the Appropriate Box if a Member of a Group
(See Instructions)
(a)  
(b)  
3
SEC Use Only
4
Source of Funds (See Instructions)
OO
5
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e
6
Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned by Each Reporting Person With
7
Sole Voting Power
0
8
Shared Voting Power (see Item 5 below)
1,400,000
9
Sole Dispositive Power
0
10
Shared Dispositive Power (see Item 5 below)
1,400,000
11
Aggregate Amount Beneficially Owned by Each Reporting Person
1,400,000
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13
Percent of Class Represented by Amount in Row (11)
8.54%
14
Type of Reporting Person (See Instructions)
IN

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Page 9 of 12 – SEC Filing

SCHEDULE 13D
The reporting persons named in Item 2 below are hereby jointly filing this Schedule 13D (this “Statement“) because due to certain affiliates and relationships among the reporting persons, such reporting persons may be deemed to beneficially own the same securities directly acquired from the Issuer (defined below) by one of the reporting persons. In accordance with Rule 13d-1(k)(1)(iii) promulgated pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act“), the reporting persons named in Item 2 below have executed a written agreement relating to the joint filing of this Schedule 13D (the “Joint Filing Agreement“), a copy of which is annexed hereto as Exhibit 99.1.
Item 1.
Security and Issuer
This Statement is being filed with respect to the Class A common stock, $0.01 par value per share (the “Common Stock“), of Adeptus Health Inc., a corporation organized under the laws of the state of Delaware (the “Issuer“). The address of the principal executive offices of the Issuer is:
Adeptus Health Inc.
2941 Lake Vista Drive
 Lewisville, TX 75067
Item 2.
Identity and Background
(a)
This statement is filed by
(i)
Each of Debello Investors LLC, Wexford Focused Investors LLC and Wexford Spectrum Investors LLC (collectively, the “Purchasing Entities“), each of which is  a Delaware limited liability company, with respect to the shares of Common Stock owned by them;
(ii)
Wexford Capital LP (“Wexford Capital“), a Delaware limited partnership, which is the manager of the Purchasing Entities;
(iii)
Wexford GP LLC (“Wexford GP“), a Delaware limited liability company, which is the general partner of Wexford Capital;
(iv)
Charles E. Davidson (“Mr. Davidson“), the Chairman and a managing member of Wexford GP; and
(v)
Joseph M. Jacobs (“Mr. Jacobs“), the President and a managing member of Wexford GP.
The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons”. All disclosures herein with respect to any Reporting Person are made only by such Reporting Person. Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
(b)
The address of the principal business and principal office of the Purchasing Entities, Wexford Capital and Wexford GP is c/o Wexford Capital LP, 411 West Putnam Avenue, Suite 125, Greenwich, CT 06830 and 777 South Flagler Drive, Suite 602 East, West Palm Beach, FL 33401. The address of the principal business and principal office of Charles E. Davidson and Joseph M. Jacobs is c/o Wexford Capital LP, 777 South Flagler Drive, Suite 602 East, West Palm Beach, FL 33401.
(c)
Each of Purchasing Entities is a private investment fund formed for the purpose of making various investments. Wexford Capital is an investment advisor registered with the Securities and Exchange Commission (“SEC“), and manages a series of investment funds.  Wexford GP is the general partner of Wexford Capital.  Messrs. Davidson and Jacobs are the managing members of Wexford GP.
(d)
None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)
None of the Reporting Persons has, during the last five years, been a party to civil proceeding of a judicial administrative body of competent jurisdiction and, as a result of such proceeding, was, or is subject to, a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.
(f)
Each of Debello Investors LLC, Wexford Focused Investors LLC, Wexford Spectrum Investors LLC and Wexford GP LLC is a Delaware limited liability company.  Wexford Capital is a Delaware limited partnership. Messrs. Davidson and Jacobs are each United States citizens.
Item 3.
Source and Amount of Funds or Other Consideration.
The shares of Common Stock beneficially owned by the Reporting Persons were acquired through open market purchases using the general funds of the Purchasing Entities, which funds were contributed by investors in such entities. Such shares are held by the Purchasing Entities.
Item 4.
Purpose of Transaction.
The Purchasing Entities are investment funds affiliated with and managed by Wexford Capital.  Wexford Capital is an SEC registered investment advisor with over $3 billion of assets under management and a background that includes over two decades of investing in distressed situations, including companies that have filed or are considering filing chapter 11 reorganization proceedings.  Wexford and its affiliated investment funds have broad experience with distressed investment situations, including as a sponsor of plans of reorganization, service on creditors’ committees, participation as a debtor in possession lender and numerous other matters.
The Purchasing Entities acquired the shares of the Issuer’s Common Stock reported on this Schedule 13D after examination of the recent events regarding the Issuer and analysis of the Issuer’s financial condition and capital structure.  The Reporting Persons’ preliminary view is that while the Issuer may need to restructure its debt, such a restructuring should be able to be accomplished either in or outside of a chapter 11 reorganization proceeding, and that with an appropriate capital structure, the fundamentals of the Issuer’s business appear to be sound.   Depending upon the actions taken by the Issuer and the lenders under the Issuer’s credit agreement as amended, the Reporting Persons may consider taking an active role in the discussions regarding the restructuring of the Issuer’s financial obligations and balance sheet and the steps that the Issuer should take going forward with respect to the operation of its business.  If appropriate, the Reporting Persons may also consider making a proposal to provide debtor in possession financing or other financial support to the Issuer.
The Purchasing Entities intend to review their investment in the Issuer’s shares on a continuing basis.  The Purchasing Entities may take additional actions, including acquiring or selling shares depending on a number of factors, including without limitation, the Issuer’s financial position and strategy, the steps taken and progress achieved by the Issuer in restructuring its debt and balance sheet, the price level of the shares and general economic and industry conditions.
Item 5.
Interest in Securities of the Issuer
The aggregate number and percentage of shares of Common Stock beneficially owned by the Reporting Persons (on the basis of 16,395,599 shares of Common Stock issued and outstanding as of November 7, 2016 as reported in the Issuer’s Form 10-Q filed with the SEC on November 9, 2016) are as follows:
Debello Investors LLC
a)
Amount beneficially owned: 343,000
Percentage: 2.09%
b)
Number of shares to which the Reporting Person has:
i.
Sole power to vote or to direct the vote:
0
ii.
Shared power to vote or to direct the vote:
343,000
iii.
Sole power to dispose or to direct the disposition of:
0
iv.
Shared power to dispose or to direct the disposition of:
343,000
Wexford Focused Investors LLC
a)
Amount beneficially owned: 25,000
Percentage: 0.15%
b)
Number of shares to which the Reporting Person has:
 i.
Sole power to vote or to direct the vote:
0
 ii.
Shared power to vote or to direct the vote:
25,000
iii.
Sole power to dispose or to direct the disposition of:
0
iv.
Shared power to dispose or to direct the disposition of:
25,000
Wexford Spectrum Investors LLC
a)
Amount beneficially owned:  1,032,000
Percentage: 6.29%
b)
Number of shares to which the Reporting Person has:
i.
Sole power to vote or to direct the vote:
0
ii.
Shared power to vote or to direct the vote:
1,032,000
iii.
Sole power to dispose or to direct the disposition of:
0
iv.
Shared power to dispose or to direct the disposition of:
1,032,000
Wexford Capital LP
a)
Amount beneficially owned: 1,400,000
Percentage: 8.54%
b)
Number of shares to which the Reporting Person has:
i.
Sole power to vote or to direct the vote:
0
ii.
Shared power to vote or to direct the vote:
1,400,000
iii.
Sole power to dispose or to direct the disposition of:
0
iv.
Shared power to dispose or to direct the disposition of:
1,400,000
Wexford GP LLC
a)
Amount beneficially owned: 1,400,000
Percentage: 8.54%
b)
Number of shares to which the Reporting Person has:
i.
Sole power to vote or to direct the vote:
0
ii.
Shared power to vote or to direct the vote:
1,400,000
iii.
Sole power to dispose or to direct the disposition of:
0
iv.
Shared power to dispose or to direct the disposition of:
1,400,000
Charles E. Davidson
a)
Amount beneficially owned: 1,400,000
Percentage: 8.54%
b)
Number of shares to which the Reporting Person has:
i.
Sole power to vote or to direct the vote:
0
ii.
Shared power to vote or to direct the vote:
1,400,000
iii.
Sole power to dispose or to direct the disposition of:
0
iv.
Shared power to dispose or to direct the disposition of:
1,400,000
Joseph M. Jacobs
a)
Amount beneficially owned: 1,400,000
Percentage: 8.54%
b)
Number of shares to which the Reporting Person has:
i.
Sole power to vote or to direct the vote:
0
ii.
Shared power to vote or to direct the vote:
1,400,000
iii.
Sole power to dispose or to direct the disposition of:
0
iv.
Shared power to dispose or to direct the disposition of:
1,400,000
The total shares of Common Stock reported as beneficially owned by each of Wexford Capital, Wexford GP, Mr. Davidson and Mr. Jacobs include the shares of Common Stock reported as beneficially owned by the Purchasing Entities. Wexford Capital may, by reason of its status as manager of the Purchasing Entities, be deemed to own beneficially the shares of Common Stock of which the Purchasing Entities possess beneficial ownership. Wexford GP may, by reason of its status as general partner of Wexford Capital, be deemed to own beneficially the securities of which the Purchasing Entities possess beneficial ownership. Each of Messrs. Davidson and Jacobs may, by reason of his status as a controlling person of Wexford GP, be deemed to own beneficially the shares of Common Stock of which the Purchasing Entities possess beneficial ownership. Each of Wexford GP, Wexford Capital, Davidson and Jacobs, shares the power to vote and to dispose of the shares of Common Stock beneficially owned by the Purchasing Entities.  Each of Wexford Capital, Wexford GP, Davidson and Jacobs disclaims beneficial ownership of the shares of Common Stock owned by the Purchasing Entities and this report shall not be deemed as an admission that they are the beneficial owner of such securities except, in the case of Messrs. Davidson and Jacobs, to the extent of their respective personal ownership interests in any of the members of the Purchasing Entities.
(c) Except as set forth in Item 3 above, the Reporting Persons have not effected any transactions in the Common Stock during the 60 days preceding the date of this Schedule 13D.
(d) Not applicable
(e) Not applicable
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
 Not applicable.
Item 7.
Material to be Filed as Exhibits
99.1  Joint Filing Agreement (filed herewith)
* * * * *

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Page 10 of 12 – 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 11, 2017
Company Name
DEBELLO INVESTORS LLC
By:
/s/ Arthur Amron
Name:
Arthur H. Amron
Title:
Vice President and Assistant Secretary
WEXFORD FOCUSED  INVESTORS LLC
By:
/s/ Arthur Amron
Name:
Arthur H. Amron
Title:
Vice President and Assistant Secretary
WEXFORD SPECTRUM INVESTORS LLC
By:
/s/ Arthur Amron
Name:
Arthur H. Amron
Title:
Vice President and Assistant Secretary
WEXFORD CAPITAL LP
By:
Wexford GP LLC, its General Partner
By:
/s/ Arthur Amron
Name:
Arthur H. Amron
Title:
Vice President and Assistant Secretary
WEXFORD GP LLC
By:
/s/ Arthur Amron
Name:
Arthur H. Amron
Title:
Vice President and Assistant Secretary
/s/ Joseph M. Jacobs
 JOSEPH M. JACOBS
/s/ Charles E. Davidson
 CHARLES E. DAVIDSON

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Page 11 of 12 – SEC Filing

Exhibit 99.1
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k)(1)(iii) of the Securities Exchange Act of 1934, each of the undersigned agrees that a single joint Schedule 13D and any amendments thereto may be filed on behalf of each of the undersigned with respect to the securities held by each of them in Adeptus Health Inc.
 Date:  April 11, 2017
Company Name
DEBELLO INVESTORS LLC
By:
/s/ Arthur Amron
Name:
Arthur H. Amron
Title:
Vice President and Assistant Secretary
WEXFORD FOCUSED INVESTORS LLC
By:
/s/ Arthur Amron
Name:
Arthur H. Amron
Title:
Vice President and Assistant Secretary
WEXFORD SPECTRUM INVESTORS LLC
By:
/s/ Arthur Amron
Name:
Arthur H. Amron
Title:
Vice President and Assistant Secretary
WEXFORD CAPITAL LP
By:
Wexford GP LLC, its General Partner
By:
/s/ Arthur Amron
Name:
Arthur H. Amron
Title:
Vice President and Assistant Secretary
WEXFORD GP LLC
By:
/s/ Arthur Amron
Name:
Arthur H. Amron
Title:
Vice President and Assistant Secretary
/s/ Joseph M. Jacobs
 JOSEPH M. JACOBS
/s/ Charles E. Davidson
 CHARLES E. DAVIDSON

 

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Page 12 of 12 – SEC Filing

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