Sec Form 4 Filing - Sterling Capital Partners III, LLC @ Adeptus Health Inc. - 2016-11-07

Insider filing report for Changes in Beneficial Ownership
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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)
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)
11/07/2016
(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
Series A Preferred Stock 11/07/2016 A 4,313 A $ 1,000 ( 1 ) 4,313 I See Footnotes ( 2 ) ( 4 )
Series A Preferred Stock 11/07/2016 A 3,187 A $ 1,000 ( 1 ) 3,187 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 X
SCP III AIV THREE-FCER Conduit, L.P.
C/O STERLING PARTNERS, 401
NORTH MICHIGAN AVENUE, SUITE 3300
CHICAGO, IL60611
X X
SCP III AIV THREE-FCER, L.P.
C/O STERLING PARTNERS, 401
NORTH MICHIGAN AVENUE, SUITE 3300
CHICAGO, IL60611
X X
SC Partners III, L.P.
C/O STERLING PARTNERS, 401
NORTH MICHIGAN AVENUE, SUITE 3300
CHICAGO, IL60611
X X
Taslitz Steven
C/O STERLING PARTNERS, 401
NORTH MICHIGAN AVENUE, SUITE 3300
CHICAGO, IL60611
X X
ELFMAN MERRICK
C/O STERLING PARTNERS, 401
NORTH MICHIGAN AVENUE, SUITE 3300
CHICAGO, IL60611
X X
BECKER DOUGLAS L
C/O STERLING PARTNERS, 401
NORTH MICHIGAN AVENUE, SUITE 3300
CHICAGO, IL60611
X X
HOEHN SARIC RULDOLF CHRISTOPHER
C/O STERLING PARTNERS, 401
NORTH MICHIGAN AVENUE, SUITE 3300
CHICAGO, IL60611
X X
Rosenberg Daniel
C/O STERLING PARTNERS, 401
NORTH MICHIGAN AVENUE, SUITE 3300
CHICAGO, IL60611
X X
Signatures
/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. 11/09/2016
Signature of Reporting Person Date
/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. 11/09/2016
Signature of Reporting Person Date
/s/ M. Avi Epstein, General Counsel of Sterling Capital Partners III, LLC, the general partner of SC Partners III, L.P. 11/09/2016
Signature of Reporting Person Date
/s/ M. Avi Epstein, General Counsel of Sterling Capital Partners III, LLC 11/09/2016
Signature of Reporting Person Date
/s/ M. Avi Epstein, attorney-in-fact for Steven M. Taslitz 11/09/2016
Signature of Reporting Person Date
/s/ M. Avi Epstein, attorney-in-fact for Merrick M. Elfman 11/09/2016
Signature of Reporting Person Date
/s/ M. Avi Epstein, attorney-in-fact for Douglas L. Becker 11/09/2016
Signature of Reporting Person Date
/s/ M. Avi Epstein, attorney-in-fact for R. Christopher Hoehn-Saric 11/09/2016
Signature of Reporting Person Date
/s/ M. Avi Epstein, attorney-in-fact for Daniel W. Rosenberg 11/09/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On November 7, 2016, SCP III AIV THREE-FCER, L.P. and SCP III AIV THREE-FCER Conduit, L.P. purchased 4,313 and 3,187 newly issued shares of Series A Preferred Stock, par value $0.01, of the Company ("Series A Preferred Stock") for an aggregate amount of $4,313,000 and $3,187,000, respectively.
( 2 )Shares of Series A Preferred Stock of the Issuer are held by SCP III AIV THREE-FCER, L.P.
( 3 )Shares of Series A Preferred 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 SCP III AIV THREE-FCER, L.P. and SCP III AIV THREE-FCER Conduit, L.P. Messrs. Steven M. Taslitz, Merrick M. Elfman, Douglas L. 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 reported herein.

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.

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