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Adeptus Health Inc. 4

Accession 0001104659-15-057243

CIK 0001602367operating
View on SEC.govCompany Profile

Filed

Aug 5, 8:00 PM ET

Accepted

Aug 6, 5:03 PM ET

Size

24.0 KB

Accession

0001104659-15-057243

Insider Transaction Report

Form 4
Period: 2015-08-04
Adeptus Health Inc.ADPT
Sterling Capital Partners III, LLC
Director10% Owner
Transactions
  • Disposition to Issuer

    Units of Adeptus Health LLC

    2015-08-04$100.54/sh−1,711,651$172,089,392→ 2,747,023 total(indirect: See footnotes)
    → Class A Common Stock (1,711,651 underlying)
  • Sale

    Class A Common Stock

    2015-08-04$100.54/sh−1,264,723$127,155,250→ 2,053,094 total(indirect: See footnotes)
Holdings

  • Class A Common Stock

    (indirect: See footnote)
    4,222
SCP III AIV THREE-FCER Conduit, L.P.
Director10% Owner
Transactions
  • Disposition to Issuer

    Units of Adeptus Health LLC

    2015-08-04$100.54/sh−1,711,651$172,089,392→ 2,747,023 total(indirect: See footnotes)
    → Class A Common Stock (1,711,651 underlying)
  • Sale

    Class A Common Stock

    2015-08-04$100.54/sh−1,264,723$127,155,250→ 2,053,094 total(indirect: See footnotes)
Holdings

  • Class A Common Stock

    (indirect: See footnote)
    4,222
BECKER DOUGLAS L
Director10% Owner
Transactions
  • Sale

    Class A Common Stock

    2015-08-04$100.54/sh−1,264,723$127,155,250→ 2,053,094 total(indirect: See footnotes)
  • Disposition to Issuer

    Units of Adeptus Health LLC

    2015-08-04$100.54/sh−1,711,651$172,089,392→ 2,747,023 total(indirect: See footnotes)
    → Class A Common Stock (1,711,651 underlying)
Holdings

  • Class A Common Stock

    (indirect: See footnote)
    4,222
HOEHN SARIC RULDOLF CHRISTOPHER
Director10% Owner
Transactions
  • Sale

    Class A Common Stock

    2015-08-04$100.54/sh−1,264,723$127,155,250→ 2,053,094 total(indirect: See footnotes)
  • Disposition to Issuer

    Units of Adeptus Health LLC

    2015-08-04$100.54/sh−1,711,651$172,089,392→ 2,747,023 total(indirect: See footnotes)
    → Class A Common Stock (1,711,651 underlying)
Holdings

  • Class A Common Stock

    (indirect: See footnote)
    4,222
SCP III AIV THREE-FCER, L.P.
Director10% Owner
Transactions
  • Disposition to Issuer

    Units of Adeptus Health LLC

    2015-08-04$100.54/sh−1,711,651$172,089,392→ 2,747,023 total(indirect: See footnotes)
    → Class A Common Stock (1,711,651 underlying)
  • Sale

    Class A Common Stock

    2015-08-04$100.54/sh−1,264,723$127,155,250→ 2,053,094 total(indirect: See footnotes)
Holdings

  • Class A Common Stock

    (indirect: See footnote)
    4,222
ELFMAN MERRICK
Director10% Owner
Transactions
  • Disposition to Issuer

    Units of Adeptus Health LLC

    2015-08-04$100.54/sh−1,711,651$172,089,392→ 2,747,023 total(indirect: See footnotes)
    → Class A Common Stock (1,711,651 underlying)
  • Sale

    Class A Common Stock

    2015-08-04$100.54/sh−1,264,723$127,155,250→ 2,053,094 total(indirect: See footnotes)
Holdings

  • Class A Common Stock

    (indirect: See footnote)
    4,222
Rosenberg Daniel
Director10% Owner
Transactions
  • Sale

    Class A Common Stock

    2015-08-04$100.54/sh−1,264,723$127,155,250→ 2,053,094 total(indirect: See footnotes)
  • Disposition to Issuer

    Units of Adeptus Health LLC

    2015-08-04$100.54/sh−1,711,651$172,089,392→ 2,747,023 total(indirect: See footnotes)
    → Class A Common Stock (1,711,651 underlying)
Holdings

  • Class A Common Stock

    (indirect: See footnote)
    4,222
SC Partners III, L.P.
Director10% Owner
Transactions
  • Disposition to Issuer

    Units of Adeptus Health LLC

    2015-08-04$100.54/sh−1,711,651$172,089,392→ 2,747,023 total(indirect: See footnotes)
    → Class A Common Stock (1,711,651 underlying)
  • Sale

    Class A Common Stock

    2015-08-04$100.54/sh−1,264,723$127,155,250→ 2,053,094 total(indirect: See footnotes)
Holdings

  • Class A Common Stock

    (indirect: See footnote)
    4,222
Taslitz Steven
Director10% Owner
Transactions
  • Disposition to Issuer

    Units of Adeptus Health LLC

    2015-08-04$100.54/sh−1,711,651$172,089,392→ 2,747,023 total(indirect: See footnotes)
    → Class A Common Stock (1,711,651 underlying)
  • Sale

    Class A Common Stock

    2015-08-04$100.54/sh−1,264,723$127,155,250→ 2,053,094 total(indirect: See footnotes)
Holdings

  • Class A Common Stock

    (indirect: See footnote)
    4,222
Footnotes (7)
  • [F1]This amount represents the $105.00 public offering price per share of Class A Common Stock of Adeptus Health, Inc. (the "Issuer"), less the underwriting discount of $4.4625 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 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.
  • [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 $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.
  • [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 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 the Sterling Funds. As of the date of the transactions reported herein, Mr. Eric D. Becker was no longer a manager of Sterling Capital Partners III, LLC.

Documents

1 file

Issuer

Adeptus Health Inc.

CIK 0001602367

→
Entity typeoperating
IncorporatedDE

Related Parties

1
  • filerCIK 0001602367

Filing Metadata

Form type
4
Filed
Aug 5, 8:00 PM ET
Accepted
Aug 6, 5:03 PM ET
Size
24.0 KB
View on SEC.gov