SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Sterling Capital Partners III, LLC

(Last) (First) (Middle)
C/O STERLING PARTNERS, 401
NORTH MICHIGAN AVENUE, SUITE 3300

(Street)
CHICAGO IL 60611

(City) (State) (Zip)
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)
3. Date of Earliest Transaction (Month/Day/Year)
11/07/2016
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
1. Name and Address of Reporting Person*
Sterling Capital Partners III, LLC

(Last) (First) (Middle)
C/O STERLING PARTNERS, 401
NORTH MICHIGAN AVENUE, SUITE 3300

(Street)
CHICAGO IL 60611

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
SCP III AIV THREE-FCER Conduit, L.P.

(Last) (First) (Middle)
C/O STERLING PARTNERS, 401
NORTH MICHIGAN AVENUE, SUITE 3300

(Street)
CHICAGO IL 60611

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
SCP III AIV THREE-FCER, L.P.

(Last) (First) (Middle)
C/O STERLING PARTNERS, 401
NORTH MICHIGAN AVENUE, SUITE 3300

(Street)
CHICAGO IL 60611

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
SC Partners III, L.P.

(Last) (First) (Middle)
C/O STERLING PARTNERS, 401
NORTH MICHIGAN AVENUE, SUITE 3300

(Street)
CHICAGO IL 60611

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Taslitz Steven

(Last) (First) (Middle)
C/O STERLING PARTNERS, 401
NORTH MICHIGAN AVENUE, SUITE 3300

(Street)
CHICAGO IL 60611

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ELFMAN MERRICK

(Last) (First) (Middle)
C/O STERLING PARTNERS, 401
NORTH MICHIGAN AVENUE, SUITE 3300

(Street)
CHICAGO IL 60611

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
BECKER DOUGLAS L

(Last) (First) (Middle)
C/O STERLING PARTNERS, 401
NORTH MICHIGAN AVENUE, SUITE 3300

(Street)
CHICAGO IL 60611

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
HOEHN SARIC RULDOLF CHRISTOPHER

(Last) (First) (Middle)
C/O STERLING PARTNERS, 401
NORTH MICHIGAN AVENUE, SUITE 3300

(Street)
CHICAGO IL 60611

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Rosenberg Daniel

(Last) (First) (Middle)
C/O STERLING PARTNERS, 401
NORTH MICHIGAN AVENUE, SUITE 3300

(Street)
CHICAGO IL 60611

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
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.
/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
/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
/s/ M. Avi Epstein, General Counsel of Sterling Capital Partners III, LLC, the general partner of SC Partners III, L.P. 11/09/2016
/s/ M. Avi Epstein, General Counsel of Sterling Capital Partners III, LLC 11/09/2016
/s/ M. Avi Epstein, attorney-in-fact for Steven M. Taslitz 11/09/2016
/s/ M. Avi Epstein, attorney-in-fact for Merrick M. Elfman 11/09/2016
/s/ M. Avi Epstein, attorney-in-fact for Douglas L. Becker 11/09/2016
/s/ M. Avi Epstein, attorney-in-fact for R. Christopher Hoehn-Saric 11/09/2016
/s/ M. Avi Epstein, attorney-in-fact for Daniel W. Rosenberg 11/09/2016
** Signature of Reporting Person Date
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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