Sec Form 4 Filing - Sterling Capital Partners III, LLC @ Adeptus Health Inc. - 2017-05-10

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)
_____ 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)
05/10/2017
(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 06/09/2017 C( 1 ) 1,335,068 A 1,335,068 I See footnotes ( 3 ) ( 6 )
Class A Common Stock 1,009,813 I See footnotes ( 4 ) ( 6 )
Class A Common Stock 05/10/2017 F( 7 ) 8,834 D $ 0 5,593 I See footnotes ( 5 ) ( 6 )
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 Adeptus Health LLC (1) ( 2 ) 06/09/2017 C( 1 ) 1,335,068 ( 2 ) ( 2 ) Class A Common Stock 1,335,068 $ 0 0 I See footnotes ( 3 ) ( 6 )
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
BECKER DOUGLAS L
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. 06/12/2017
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. 06/12/2017
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. 06/12/2017
Signature of Reporting Person Date
By: /s/ M. Avi Epstein, General Counsel of Sterling Capital Partners III, LLC 06/12/2017
Signature of Reporting Person Date
By: /s/ M. Avi Epstein, attorney-in-fact for Steven M. Taslitz 06/12/2017
Signature of Reporting Person Date
By: /s/ M. Avi Epstein, attorney-in-fact for Douglas L. Becker 06/12/2017
Signature of Reporting Person Date
By: /s/ M. Avi Epstein, attorney-in-fact for R. Christopher Hoehn-Saric 06/12/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On June 9, 2017, Units of Adeptus Health LLC were exchanged for shares of Class A Common Stock, as described in footnote 2 below. SCP III AIV THREE-FCER, L.P. has no immediate intention to sell the Class A Common Stock received in this exchange.
( 2 )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 Adeptus Health Inc. (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.
( 3 )These securities of the Issuer are held by SCP III AIV THREE-FCER, L.P.
( 4 )Shares of Class A Common Stock of the Issuer are held by SCP III AIV THREE-FCER Conduit, L.P.
( 5 )Represents restricted shares of Class A Common Stock of the Issuer granted as director compensation to former members of the Issuer's board of directors who were 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, Douglas L. Becker and R. Christopher Hoehn-Saric.
( 6 )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, Douglas L. Becker and R. Christopher Hoehn-Saric are the managers of Sterling Capital Partners III, LLC.
( 7 )Represents a forfeiture of an unvested restricted stock award upon the departure of Mr. Daniel Rosenberg from the Issuer's board of directors.

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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