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Filing Details

Accession Number:
0001104659-15-037704
Form Type:
4
Zero Holdings:
No
Publication Time:
2015-05-13 16:08:47
Reporting Period:
2015-05-11
Filing Date:
2015-05-13
Accepted Time:
2015-05-13 16:08:47
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
1011186 Merrick Elfman C/o Sterling Partners, 401 North
Michigan Avenue, Suite 3300
Chicago IL 60611
Yes No Yes No
1011193 Christopher Ruldolf Saric Hoehn C/o Sterling Partners, 401 North
Michigan Avenue, Suite 3300
Chicago IL 60611
Yes No Yes No
1072473 L Douglas Becker C/o Sterling Partners, 401 North
Michigan Avenue, Suite 3300
Chicago IL 60611
Yes No Yes No
1165803 D Eric Becker C/o Sterling Partners, 401 North
Michigan Avenue, Suite 3300
Chicago IL 60611
Yes No Yes No
1407214 Steven Taslitz C/o Sterling Partners, 401 North
Michigan Avenue, Suite 3300
Chicago IL 60611
Yes No Yes No
1611317 Sc Partners Iii, L.p. C/o Sterling Partners, 401 North
Michigan Avenue, Suite 3300
Chicago IL 60611
Yes No Yes No
1611318 Scp Iii Aiv Three-Fcer Conduit, L.p. C/o Sterling Partners, 401 North
Michigan Avenue, Suite 3300
Chicago IL 60611
Yes No Yes No
1611319 Scp Iii Aiv Three-Fcer, L.p. C/o Sterling Partners, 401 North
Michigan Avenue, Suite 3300
Chicago IL 60611
Yes No Yes No
1611325 Sterling Capital Partners Iii, Llc C/o Sterling Partners, 401 North
Michigan Avenue, Suite 3300
Chicago IL 60611
Yes No Yes No
Reported Non-Derivative Transactions
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
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
  1. 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.
  2. Shares of Class A Common Stock of the Issuer are held by SCP III AIV THREE-FCER Conduit, L.P.
  3. 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.
  4. 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.
  5. 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.
  6. Units of Adeptus Health LLC are held by SCP III AIV THREE-FCER, L.P.
  7. 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.