SEC Form 4 · accession 0001104659-15-057239
Adeptus Health Inc. · ADPT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James Muzzarelli
Officer — Executive Medical Director
Period of report
Aug 4, 2015
Accepted (ET)
Aug 6, 2015 · 5:02 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 | — | Aug 4, 2015 | D | 15,365 | D | — | — | Class A Common Stock | 15,365 | 19,089 | D |
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 the Reporting Person 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.
- F3Represents Units of Adeptus Health LLC that were granted in the form of restricted units, a portion of which is subject to time-based vesting criteria.