4//SEC Filing
Adeptus Health Inc. 4
Accession 0001104659-15-037704
CIK 0001602367operating
Filed
May 12, 8:00 PM ET
Accepted
May 13, 4:08 PM ET
Size
24.1 KB
Accession
0001104659-15-037704
Insider Transaction Report
Form 4
Sterling Capital Partners III, LLC
Director10% Owner
Transactions
- Sale
Class A Common Stock
2015-05-11$60.08/sh−842,704$50,629,656→ 3,317,817 total(indirect: See footnotes) - Disposition to Issuer
Units of Adeptus Health LLC
2015-05-11$60.08/sh−1,132,475$68,039,098→ 4,458,674 total(indirect: See footnotes)→ Class A Common Stock (1,132,475 underlying)
Holdings
- 3,410(indirect: See footnote)
Class A Common Stock
BECKER DOUGLAS L
Director10% Owner
Transactions
- Disposition to Issuer
Units of Adeptus Health LLC
2015-05-11$60.08/sh−1,132,475$68,039,098→ 4,458,674 total(indirect: See footnotes)→ Class A Common Stock (1,132,475 underlying) - Sale
Class A Common Stock
2015-05-11$60.08/sh−842,704$50,629,656→ 3,317,817 total(indirect: See footnotes)
Holdings
- 3,410(indirect: See footnote)
Class A Common Stock
SC Partners III, L.P.
Director10% Owner
Transactions
- Sale
Class A Common Stock
2015-05-11$60.08/sh−842,704$50,629,656→ 3,317,817 total(indirect: See footnotes) - Disposition to Issuer
Units of Adeptus Health LLC
2015-05-11$60.08/sh−1,132,475$68,039,098→ 4,458,674 total(indirect: See footnotes)→ Class A Common Stock (1,132,475 underlying)
Holdings
- 3,410(indirect: See footnote)
Class A Common Stock
HOEHN SARIC RULDOLF CHRISTOPHER
Director10% Owner
Transactions
- Sale
Class A Common Stock
2015-05-11$60.08/sh−842,704$50,629,656→ 3,317,817 total(indirect: See footnotes) - Disposition to Issuer
Units of Adeptus Health LLC
2015-05-11$60.08/sh−1,132,475$68,039,098→ 4,458,674 total(indirect: See footnotes)→ Class A Common Stock (1,132,475 underlying)
Holdings
- 3,410(indirect: See footnote)
Class A Common Stock
Taslitz Steven
Director10% Owner
Transactions
- Sale
Class A Common Stock
2015-05-11$60.08/sh−842,704$50,629,656→ 3,317,817 total(indirect: See footnotes) - Disposition to Issuer
Units of Adeptus Health LLC
2015-05-11$60.08/sh−1,132,475$68,039,098→ 4,458,674 total(indirect: See footnotes)→ Class A Common Stock (1,132,475 underlying)
Holdings
- 3,410(indirect: See footnote)
Class A Common Stock
SCP III AIV THREE-FCER, L.P.
Director10% Owner
Transactions
- Disposition to Issuer
Units of Adeptus Health LLC
2015-05-11$60.08/sh−1,132,475$68,039,098→ 4,458,674 total(indirect: See footnotes)→ Class A Common Stock (1,132,475 underlying) - Sale
Class A Common Stock
2015-05-11$60.08/sh−842,704$50,629,656→ 3,317,817 total(indirect: See footnotes)
Holdings
- 3,410(indirect: See footnote)
Class A Common Stock
ELFMAN MERRICK
Director10% Owner
Transactions
- Disposition to Issuer
Units of Adeptus Health LLC
2015-05-11$60.08/sh−1,132,475$68,039,098→ 4,458,674 total(indirect: See footnotes)→ Class A Common Stock (1,132,475 underlying) - Sale
Class A Common Stock
2015-05-11$60.08/sh−842,704$50,629,656→ 3,317,817 total(indirect: See footnotes)
Holdings
- 3,410(indirect: See footnote)
Class A Common Stock
BECKER ERIC D
Director10% Owner
Transactions
- Disposition to Issuer
Units of Adeptus Health LLC
2015-05-11$60.08/sh−1,132,475$68,039,098→ 4,458,674 total(indirect: See footnotes)→ Class A Common Stock (1,132,475 underlying) - Sale
Class A Common Stock
2015-05-11$60.08/sh−842,704$50,629,656→ 3,317,817 total(indirect: See footnotes)
Holdings
- 3,410(indirect: See footnote)
Class A Common Stock
SCP III AIV THREE-FCER Conduit, L.P.
Director10% Owner
Transactions
- Disposition to Issuer
Units of Adeptus Health LLC
2015-05-11$60.08/sh−1,132,475$68,039,098→ 4,458,674 total(indirect: See footnotes)→ Class A Common Stock (1,132,475 underlying) - Sale
Class A Common Stock
2015-05-11$60.08/sh−842,704$50,629,656→ 3,317,817 total(indirect: See footnotes)
Holdings
- 3,410(indirect: See footnote)
Class A Common Stock
Footnotes (7)
- [F1]This amount represents the $63.75 public offering price per share of Class A Common Stock of Adeptus Health, Inc. (the "Issuer"), less the underwriting discount of $3.665624 per share.
- [F2]Shares of Class A Common Stock of the Issuer are held by SCP III AIV THREE-FCER Conduit, L.P.
- [F3]Represents restricted shares of Class A Common Stock of the Issuer granted to Daniel W. Rosenberg and Daniel J. Hosler as members of the board of directors of the Issuer. Messrs. Rosenberg and Hosler are employees of Sterling Fund Management, LLC and hold such restricted 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, Eric D. Becker and R. Christopher Hoehn-Saric.
- [F4]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.
- [F5]Represents a purchase of limited liability company units of Adeptus Health LLC by the Issuer from SCP III AIV THREE-FCER, L.P. 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.
- [F6]Units of Adeptus Health LLC are held by SCP III AIV THREE-FCER, L.P.
- [F7]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, Eric D. Becker and R. Christopher Hoehn-Saric are the managers of Sterling Capital Partners III, LLC. Messrs. Rosenberg and Hosler also have an indirect interest in the securities of the Issuer held by the Sterling Funds.
Documents
Issuer
Adeptus Health Inc.
CIK 0001602367
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001602367
Filing Metadata
- Form type
- 4
- Filed
- May 12, 8:00 PM ET
- Accepted
- May 13, 4:08 PM ET
- Size
- 24.1 KB