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the Securities Exchange Act of 1934, as amended (Rule 13d-3), are based on 14,257,599 shares of Class A Common Stock outstanding as of October 26, 2015, as reported in the Form 10-Q of the Issuer, filed with the Securities and Exchange Commission on October 30, 2015, plus the number of shares of Class A Common Stock that may be received upon exchange of limited liability company units of Adeptus Health LLC (Units of Adeptus Health LLC) beneficially owned by the Reporting Person.
As of December 31, 2015, SCP III AIV THREE-FCER Conduit, L.P. (Sterling AIV Conduit) beneficially owned 2,053,094 shares of Class A Common Stock, which represents 14.4% of the Class A Common Stock outstanding calculated pursuant to Rule 13d-3 and SCP III AIV THREE-FCER, L.P. (Sterling AIV) beneficially owned 2,747,023 shares of Class A Common Stock (based on the number of shares of Class A Common Stock that may be received in exchange of Units of Adeptus Health LLC), which represents 16.2% of the Class A Common Stock outstanding calculated pursuant to Rule 13d-3. Sterling Capital Partners III, LLC is the general partner of SC Partners III, L.P., which is the general partner of each of Sterling AIV Conduit and Sterling AIV, and as a result, each of Sterling Capital Partners III, LLC and SC Partners III, L.P. may be deemed to beneficially own the securities beneficially owned by each of Sterling AIV Conduit and Sterling AIV, for an aggregate beneficial ownership of 4,800,117 shares of Class A Common Stock, which represents 28.2% of the Class A Common Stock outstanding calculated pursuant to Rule 13d-3.
In connection with the Issuers director compensation program, as of December 31, 2015, certain designees of the Reporting Persons were granted an aggregate of 4,222 shares of Class A Common Stock, which they hold for and on behalf of Sterling Fund Management, LLC, which acts as an advisor to Sterling AIV Conduit and Sterling AIV. As (i) the managers of Sterling Fund Management Holdings GP, LLC, the general partner of Sterling Fund Management Holdings, L.P., the sole owner of Sterling Fund Management, LLC and (ii) the managers of Sterling Capital Partners III, LLC, each of Messrs. Taslitz, Elfman, D. Becker and R. Hoehn-Saric may be deemed to beneficially own the securities beneficially owned by each of Sterling AIV Conduit, Sterling AIV and Sterling Fund Management, LLC, for an aggregate beneficial ownership of 4,804,339 shares of Class A Common Stock, which represents 28.3% of the Class A Common Stock outstanding calculated pursuant to Rule 13d-3.
On a fully diluted basis, the Reporting Persons may be deemed, in the aggregate, to be the beneficial owners of 23.1% of the outstanding Class A Common Stock, based on 14,257,599 shares of Class A Common Stock and 6,510,738 shares of Class B common stock, par value $0.01 per share, and an equal number of Units of Adeptus Health LLC outstanding as of October 26, 2015. |