Statement of Changes in Beneficial Ownership (4)
January 05 2017 - 4:21PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
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1. Name and Address of Reporting Person
*
Sterling Fund Management LLC
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2. Issuer Name
and
Ticker or Trading Symbol
Adeptus Health Inc.
[
ADPT
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O STERLING PARTNERS, 401 NORTH, MICHIGAN AVENUE, SUITE 3300
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3. Date of Earliest Transaction
(MM/DD/YYYY)
1/3/2017
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(Street)
CHICAGO, IL 60611
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock
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1/3/2017
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A
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8834
(1)
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A
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$0
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14427
(2)
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I
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See footnotes
(2)
(4)
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Class A Common Stock
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1009813
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I
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See footnotes
(3)
(4)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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Represents grant of restricted shares of Class A Common Stock of Adeptus Health Inc. (the "Issuer") that vests in full on January 3, 2018.
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(
2)
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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.
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(
3)
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Shares of Class A Common Stock of the Issuer are held by SCP III AIV THREE-FCER Conduit, L.P.
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(
4)
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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 or on behalf of the Sterling Funds.
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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. Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, SCP III AIV THREE-FCER, L.P., SCP III AIV THREE-FCER Conduit, L.P., SC Partners III, L.P., Sterling Capital Partners III, LLC, and Messrs. Taslitz, Elfman, Becker and Hoehn-Saric have made a separate Form 4 filing.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Sterling Fund Management LLC
C/O STERLING PARTNERS, 401 NORTH
MICHIGAN AVENUE, SUITE 3300
CHICAGO, IL 60611
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X
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X
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Sterling Fund Management Holdings, L.P.
C/O STERLING PARTNERS, 401 NORTH
MICHIGAN AVENUE, SUITE 3300
CHICAGO, IL 60611
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X
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X
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Sterling Fund Management Holdings GP, LLC
C/O STERLING PARTNERS, 401 NORTH
MICHIGAN AVENUE, SUITE 3300
CHICAGO, IL 60611
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X
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X
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Rosenberg Daniel
C/O STERLING PARTNERS, 401 NORTH
MICHIGAN AVENUE, SUITE 3300
CHICAGO, IL 60611
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X
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X
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Signatures
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By: /s/ M. Avi Epstein, General Counsel of Sterling Fund Management, LLC
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1/5/2017
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**
Signature of Reporting Person
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Date
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By: /s/ M. Avi Epstein, General Counsel of Sterling Fund Management Holdings, L.P.
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1/5/2017
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**
Signature of Reporting Person
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Date
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By: /s/ M. Avi Epstein, General Counsel of Sterling Fund Management Holdings GP, LLC
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1/5/2017
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**
Signature of Reporting Person
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Date
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By: /s/ M. Avi Epstein, attorney-in-fact for Daniel W. Rosenberg
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1/5/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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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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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.
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