SEC Form 4 · accession 0001104659-17-038737
Adeptus Health Inc. · ADPT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Saric Ruldolf Christopher Hoehn
10% Owner
Douglas L Becker
10% Owner
Steven Taslitz
10% Owner
SC Partners III, L.P.
10% Owner
SCP III AIV THREE-FCER Conduit, L.P.
10% Owner
SCP III AIV THREE-FCER, L.P.
10% Owner
Sterling Capital Partners III, LLC
10% Owner
Period of report
May 10, 2017
Accepted (ET)
Jun 12, 2017 · 4:53 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001602367
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F3,F6 | Jun 9, 2017 | C | 1,335,068 | — | A | 1,335,068 | I | See footnotes |
| Class A Common StockF5,F6 | May 10, 2017 | F | 8,834 | $0.00 | D | 5,593 | I | See footnotes |
| Class A Common StockF4,F6 | holding | — | — | — | 1,009,813 | I | See footnotes |
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 LLC (1)F3,F6,F2 | — | Jun 9, 2017 | C | 1,335,068 | D | — | — | Class A Common Stock | 1,335,068 | 0 | I |
Explanation of responses
- F1On June 9, 2017, Units of Adeptus Health LLC were exchanged for shares of Class A Common Stock, as described in footnote 2 below. SCP III AIV THREE-FCER, L.P. has no immediate intention to sell the Class A Common Stock received in this exchange.
- F2Units 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 Adeptus Health Inc. (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.
- F3These securities of the Issuer are held by SCP III AIV THREE-FCER, L.P.
- F4Shares of Class A Common Stock of the Issuer are held by SCP III AIV THREE-FCER Conduit, L.P.
- F5Represents restricted shares of Class A Common Stock of the Issuer granted as director compensation to former members of the Issuer's board of directors who were 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, Douglas L. Becker and R. Christopher Hoehn-Saric.
- F6Sterling 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, Douglas L. Becker and R. Christopher Hoehn-Saric are the managers of Sterling Capital Partners III, LLC.
- F7Represents a forfeiture of an unvested restricted stock award upon the departure of Mr. Daniel Rosenberg from the Issuer's board of directors.
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.