Sec Form 4 Filing - Rosenberg Daniel @ Adeptus Health Inc. - 2014-06-30

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Rosenberg Daniel 2. Issuer Name and Ticker or Trading Symbol Adeptus Health Inc. [ ADPT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O STERLING PARTNERS, 401 NORTH MICHIGAN AVENUE, SUITE 3300 3. Date of Earliest Transaction (MM/DD/YY) 06/30/2014 (Street) CHICAGO, IL60611 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock 06/30/2014 S 313,586 D $ 20.46 ( 1 ) 4,160,521 I See footnotes ( 2 ) ( 7 ) Class A Common Stock 3,410 ( 3 ) I See footnote ( 3 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Units of Adept us Health LLC ( 4 ) ( 4 ) 06/30/2014 D( 5 ) 421,414 ( 4 ) ( 4 ) Class A Common Stock 421,414 $ 20.46 ( 5 ) 5,591,149 I See footnotes ( 6 ) ( 7 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Rosenberg Daniel C/O STERLING PARTNERS 401 NORTH MICHIGAN AVENUE, SUITE 3300 CHICAGO, IL60611 X X Hosler Daniel J. C/O STERLING PARTNERS 401 NORTH MICHIGAN AVENUE, SUITE 3300 CHICAGO, IL60611 X X Signatures /s/ M. Avi Epstein, attorney-in-fact for Daniel W. Rosenberg 07/02/2014 Signature of Reporting Person Date /s/ M. Avi Epstein, attorney-in-fact for Daniel J. Hosler 07/02/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This amount represents the $22.00 initial public offering price per share of Class A Common Stock of Adeptus Health, Inc. (the "Issuer"), less the underwriting discount of $1.54 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 $20.46 per share, the initial public offering price per share of Class A Common Stock, less an amount equal to the underwriting discount of $1.54 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.

Remarks: Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein. Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, SCP III AIV THREE-FCER, L.P., SCP III AIV THREE-FCER Conduit, L.P., SC Partners III, L.P., Sterling Capital Partners III, LLC, and Messrs. Taslitz, Elfman, D. Becker, E. Becker and Hoehn-Saric have made a separate Form 4 filing.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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