FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

PRESCOTT GROUP CAPITAL MANAGEMENT, L.L.C.

2. Date of Event Requiring Statement (MM/DD/YYYY)
12/28/2016 

3. Issuer Name and Ticker or Trading Symbol

Adeptus Health Inc. [ADPT]

(Last)        (First)        (Middle)

1924 SOUTH UTICA, SUITE 1120

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)

TULSA, OK 74104       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Class A Common Stock, $0.01 par value per share   1696544   (1) I   See footnote   (2)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  The filing of this Form 3 shall not be construed as an admission that Prescott Group Capital Management, L.L.C. ("Prescott Capital") or Phil Frohlich, the manager of Prescott Capital, is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or otherwise the beneficial owner of any of the Class A Common Stock, $0.01 par value per share (the "Common Stock"), of Adeptus Health Inc. (the "Issuer") purchased by (i) Prescott Group Aggressive Small Cap Master Fund, G.P. (the "Master Fund") for the accounts of Prescott Group Aggressive Small Cap, L.P. or Prescott Group Aggressive Small Cap II, L.P. (together, the "Small Cap Funds") and (ii) Prescott Group Aggressive Mid Cap, L.P. ("Prescott Mid Cap"). Pursuant to Rule 16a-1, both Prescott Capital and Mr. Frohlich disclaim such beneficial ownership.
( 2)  Prescott Capital holds indirectly 1,696,544 shares of Common Stock of the Issuer through the accounts of the Master Fund and Prescott Mid Cap, for which Prescott Capital is the Investment Manager and/or general partner. The Master Fund holds the Common Stock for the accounts of the Small Cap Funds, for which Prescott Capital is the Investment Manager. Prescott Mid Cap holds the Common Stock directly. Prescott Capital receives a portion of the profits in the form of a capital allocation from, and owns a partnership interest in, the Small Cap Funds and Prescott Mid Cap. Phil Frohlich reports the Common Stock held indirectly by Prescott Capital because, as the manager of Prescott Capital at the time of purchase, he controlled the disposition and voting of the securities.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
PRESCOTT GROUP CAPITAL MANAGEMENT, L.L.C.
1924 SOUTH UTICA, SUITE 1120
TULSA, OK 74104

X

FROHLICH PHIL
1924 SOUTH UTICA, SUITE 1120
TULSA, OK 74014

X


Signatures
/s/ Phil Frohlich, manager of Prescott Group Capital Management, L.L.C. 1/17/2017
** Signature of Reporting Person Date

/s/ Phil Frohlich 1/17/2017
** 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 5(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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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