Sec Form 4 Filing - Sterling Capital Partners III, LLC @ Adeptus Health Inc. - 2016-01-04

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 Sterling Capital Partners III, LLC 2. Issuer Name and Ticker or Trading Symbol Adeptus Health Inc. [ ADPT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ 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) 01/04/2016 (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 01/04/2016 A 1,371 ( 1 ) A $ 0 5,593 ( 2 ) I See footnotes ( 2 ) ( 4 ) Class A Common Stock 2,053,094 I See footnotes ( 3 ) ( 4 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sterling Capital Partners III, LLC C/O STERLING PARTNERS, 401 NORTH MICHIGAN AVENUE, SUITE 3300 CHICAGO, IL60611 X SCP III AIV THREE-FCER Conduit, L.P. C/O STERLING PARTNERS, 401 NORTH MICHIGAN AVENUE, SUITE 3300 CHICAGO, IL60611 X SCP III AIV THREE-FCER, L.P. C/O STERLING PARTNERS, 401 NORTH MICHIGAN AVENUE, SUITE 3300 CHICAGO, IL60611 X SC Partners III, L.P. C/O STERLING PARTNERS, 401 NORTH MICHIGAN AVENUE, SUITE 3300 CHICAGO, IL60611 X Taslitz Steven C/O STERLING PARTNERS, 401 NORTH MICHIGAN AVENUE, SUITE 3300 CHICAGO, IL60611 X ELFMAN MERRICK C/O STERLING PARTNERS, 401 NORTH MICHIGAN AVENUE, SUITE 3300 CHICAGO, IL60611 X BECKER DOUGLAS L C/O STERLING PARTNERS, 401 NORTH MICHIGAN AVENUE, SUITE 3300 CHICAGO, IL60611 X BECKER ERIC D C/O STERLING PARTNERS, 401 NORTH MICHIGAN AVENUE, SUITE 3300 CHICAGO, IL60611 X HOEHN SARIC RULDOLF CHRISTOPHER C/O STERLING PARTNERS, 401 NORTH MICHIGAN AVENUE, SUITE 3300 CHICAGO, IL60611 X Signatures By: /s/ M. Avi Epstein, General Counsel of Sterling Capital Partners III, LLC, the general partner of SC Partners III, L.P., the general partner of SCP III AIV THREE-FCER, L.P. 01/06/2016 Signature of Reporting Person Date By: /s/ M. Avi Epstein, General Counsel of Sterling Capital Partners III, LLC, the general partner of SC Partners III, L.P., the general partner of SCP III AIV THREE-FCER Conduit, L.P. 01/06/2016 Signature of Reporting Person Date By: /s/ M. Avi Epstein, General Counsel of Sterling Capital Partners III, LLC, the general partner of SC Partners III, L.P. 01/06/2016 Signature of Reporting Person Date By: /s/ M. Avi Epstein, General Counsel of Sterling Capital Partners III, LLC 01/06/2016 Signature of Reporting Person Date By: /s/ M. Avi Epstein, attorney-in-fact for Steven M. Taslitz 01/06/2016 Signature of Reporting Person Date By: /s/ M. Avi Epstein, attorney-in-fact for Merrick M. Elfman 01/06/2016 Signature of Reporting Person Date By: /s/ M. Avi Epstein, attorney-in-fact for Douglas L. Becker 01/06/2016 Signature of Reporting Person Date By: /s/ M. Avi Epstein, attorney-in-fact for Eric D. Becker 01/06/2016 Signature of Reporting Person Date By: /s/ M. Avi Epstein, attorney-in-fact for R. Christopher Hoehn-Saric 01/06/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents grant of restricted stock of Class A Common Stock of Adeptus Health, Inc. (the "Issuer") that vests in full on January 1, 2017. ( 2 )Represents restricted shares of Class A Common Stock of the Issuer granted as director compensation to current and former members of the Issuer's board of directors who are employees of Sterling Fund Management, LLC and hold such 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. ( 3 )Shares of Class A Common Stock of the Issuer are held by SCP III AIV THREE-FCER Conduit, L.P. ( 4 )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. Mr. Rosenberg also has an indirect interest in the securities of the Issuer held by or on behalf of 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, Sterling Fund Management, LLC, Sterling Fund Management Holdings, L.P., Sterling Fund Management Holdings GP, LLC and Mr. Rosenberg 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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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