SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Sterling Fund Management LLC (Last) (First) (Middle) C/O STERLING PARTNERS 401 NORTH MICHIGAN AVENUE, SUITE 3300 (Street) CHICAGO IL 60611 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/25/2014	3. Issuer Name and Ticker or Trading Symbol Adeptus Health Inc. [ ADPT ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	4,474,107	I	See footnotes(1)(5)
Class A Common Stock	3,410(2)	I	See footnote(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Units of Adeptus Health LLC(3)	(3)	(3)	Class A Common Stock	6,012,563	(3)	I	See footnotes(4)(5)

1. Name and Address of Reporting Person* Sterling Fund Management LLC (Last) (First) (Middle) C/O STERLING PARTNERS 401 NORTH MICHIGAN AVENUE, SUITE 3300 (Street) CHICAGO IL 60611 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Sterling Fund Management Holdings, L.P. (Last) (First) (Middle) C/O STERLING PARTNERS 401 NORTH MICHIGAN AVENUE, SUITE 3300 (Street) CHICAGO IL 60611 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Sterling Fund Management Holdings GP, LLC (Last) (First) (Middle) C/O STERLING PARTNERS 401 NORTH MICHIGAN AVENUE, SUITE 3300 (Street) CHICAGO IL 60611 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Rosenberg Daniel (Last) (First) (Middle) C/O STERLING PARTNERS 401 NORTH MICHIGAN AVENUE, SUITE 3300 (Street) CHICAGO IL 60611 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Hosler Daniel J. (Last) (First) (Middle) C/O STERLING PARTNERS 401 NORTH MICHIGAN AVENUE, SUITE 3300 (Street) CHICAGO IL 60611 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Shares of Class A Common Stock of Adeptus Health Inc. (the "Issuer") are held by SCP III AIV THREE - FCER Conduit, L.P.

2. Represents restricted shares of Class A Common Stock of the Issuer granted to each of 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.

3. 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.

4. Units of Adeptus Health LLC are held by SCP III AIV THREE-FCER, L.P.

5. 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.

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. Because no more than 10 reporting persons can file any one Form 3 through the Securities and Exchange Commission's EDGAR system, SCP III AIV THREE-FCER, L.P., SCP III AIV THREE-FCER Conduit, L.P., SC Partners III, L.P., Sterling Capital Partners III, LLC, and Messrs. Taslitz, Elfman, D. Becker, E. Becker and Hoehn-Saric have made a separate Form 3 filing. Exhibit List: Exhibit 24 - Power of Attorney

	/s/ M. Avi Epstein, General Counsel of Sterling Fund Management, LLC	06/25/2014
	/s/ M. Avi Epstein, General Counsel of Sterling Fund Management Holdings, L.P.	06/25/2014
	/s/ M. Avi Epstein, General Counsel of Sterling Fund Management Holdings GP, LLC	06/25/2014
	/s/ M. Avi Epstein, attorney-in-fact for Daniel W. Rosenberg	06/25/2014
	/s/ M. Avi Epstein, attorney-in-fact for Daniel J. Hosler	06/25/2014
	** Signature of Reporting Person	Date
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