SEC Form 4 · accession 0001104659-15-037701
Adeptus Health Inc. · ADPT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Richard Covert
Director · 10% Owner
Covert Family Limited Partnership
10% Owner
Covert Operations, LLC
10% Owner
Period of report
May 11, 2015
Accepted (ET)
May 13, 2015 · 4:08 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001602367
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Units of Adeptus Health LLCF1,F2,F3 | — | May 11, 2015 | D | 100,000 | D | — | — | Class A Common Stock | 100,000 | 1,647,778 | I |
Explanation of responses
- F1Units 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.
- F2Represents a purchase of limited liability company units of Adeptus Health LLC by the Issuer from Covert Family Limited Partnership at $63.75 per share, the public offering price per share of Class A Common Stock, less an amount equal to the underwriting discount of $3.665624 per share. In connection with the purchase, an equivalent number of shares of Class B Common Stock of the Issuer were cancelled.
- F3Units of Adeptus Health LLC are held by the Covert Family Limited Partnership, whose general partner, Covert Operations, LLC is managed by Richard L. Covert.
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.