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 OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
                      
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 *

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/YYYY)

8/4/2015
(Street)

CHICAGO, IL 60611
(City)        (State)        (Zip)
4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   8/4/2015     S    1264723   D $100.54   (1) 2053094   I   See footnotes   (2) (7)
Class A Common Stock                  4222   (3) I   See footnote   (3)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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   (4)   (4) 8/4/2015     D   (5)       1711651      (4)   (4) Class A Common Stock   1711651   $100.54   (5) 2747023   I   See footnotes   (6) (7)

Explanation of Responses:
( 1)  This amount represents the $105.00 public offering price per share of Class A Common Stock of Adeptus Health, Inc. (the "Issuer"), less the underwriting discount of $4.4625 per share.
( 2)  Shares of Class A Common Stock of the Issuer are held by SCP III AIV THREE-FCER Conduit, L.P.
( 3)  Represents restricted shares of Class A Common Stock of the Issuer granted as director compensation to current and former members of the Issuer's board of directors who are 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, Merrick M. Elfman, Douglas L. Becker and R. Christopher Hoehn-Saric.
( 4)  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 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.
( 5)  Represents a purchase of limited liability company units of Adeptus Health LLC by the Issuer from SCP III AIV THREE-FCER, L.P. at $105.00 per share, the public offering price per share of Class A Common Stock, less an amount equal to the underwriting discount of $4.4625 per share. In connection with the purchase, an equivalent number of shares of Class B Common Stock of the Issuer were cancelled.
( 6)  Units of Adeptus Health LLC are held by SCP III AIV THREE-FCER, L.P.
( 7)  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, 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 held by the Sterling Funds. As of the date of the transactions reported herein, Mr. Eric D. Becker was no longer a manager of Sterling Capital Partners III, LLC.

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.

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, IL 60611 		X X

SCP III AIV THREE-FCER Conduit, L.P.
C/O STERLING PARTNERS, 401 NORTH
MICHIGAN AVENUE, SUITE 3300
CHICAGO, IL 60611 		X X

SCP III AIV THREE-FCER, L.P.
C/O STERLING PARTNERS, 401 NORTH
MICHIGAN AVENUE, SUITE 3300
CHICAGO, IL 60611 		X X

SC Partners III, L.P.
C/O STERLING PARTNERS, 401 NORTH
MICHIGAN AVENUE, SUITE 3300
CHICAGO, IL 60611 		X X

Taslitz Steven
C/O STERLING PARTNERS, 401 NORTH
MICHIGAN AVENUE, SUITE 3300
CHICAGO, IL 60611 		X X

ELFMAN MERRICK
C/O STERLING PARTNERS, 401 NORTH
MICHIGAN AVENUE, SUITE 3300
CHICAGO, IL 60611 		X X

BECKER DOUGLAS L
C/O STERLING PARTNERS, 401 NORTH
MICHIGAN AVENUE, SUITE 3300
CHICAGO, IL 60611 		X X

HOEHN SARIC RULDOLF CHRISTOPHER
C/O STERLING PARTNERS, 401 NORTH
MICHIGAN AVENUE, SUITE 3300
CHICAGO, IL 60611 		X X

Rosenberg Daniel
C/O STERLING PARTNERS, 401 NORTH
MICHIGAN AVENUE, SUITE 3300
CHICAGO, IL 60611 		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. 8/6/2015
** 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. 8/6/2015
** 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. 8/6/2015
** Signature of Reporting Person Date

/s/ M. Avi Epstein, General Counsel of Sterling Capital Partners III, LLC 8/6/2015
** Signature of Reporting Person Date

/s/ M. Avi Epstein, attorney-in-fact for Steven M. Taslitz 8/6/2015
** Signature of Reporting Person Date

/s/ M. Avi Epstein, attorney-in-fact for Merrick M. Elfman 8/6/2015
** Signature of Reporting Person Date

/s/ M. Avi Epstein, attorney-in-fact for Douglas L. Becker 8/6/2015
** Signature of Reporting Person Date

/s/ M. Avi Epstein, attorney-in-fact for R. Christopher Hoehn-Saric 8/6/2015
** Signature of Reporting Person Date

/s/ M. Avi Epstein, attorney-in-fact for Daniel W. Rosenberg 8/6/2015
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.