13G Filing: Prescott Group Capital Management and Adeptus Health Inc. (NYSE:ADPT)

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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
REPORTING PERSONS

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
OF A GROUP*

(a)  ☐        (b)  ☐

  3

SEC USE ONLY

  4

CITIZENSHIP OR PLACE OF
ORGANIZATION

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
ROW (9) EXCLUDES CERTAIN SHARES*

11

PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9

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
REPORTING PERSONS

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
OF A GROUP*

(a)  ☐        (b)  ☐

  3

SEC USE ONLY

  4

CITIZENSHIP OR PLACE OF
ORGANIZATION

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
ROW (9) EXCLUDES CERTAIN SHARES*

11

PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9

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
REPORTING PERSONS

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
OF A GROUP*

(a)  ☐        (b)  ☐

  3

SEC USE ONLY

  4

CITIZENSHIP OR PLACE OF
ORGANIZATION

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
ROW (9) EXCLUDES CERTAIN SHARES*

11

PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9

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
REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Phil Frohlich

  2

CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*

(a)  ☐        (b)  ☐

  3

SEC USE ONLY

  4

CITIZENSHIP OR PLACE OF
ORGANIZATION

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
ROW (9) EXCLUDES CERTAIN SHARES*

11

PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9

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).

6

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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.

8

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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

9

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