SC 13D/A 1 formsc13da1.htm WEXFORD CAPITAL SC13A1 4.18.2017
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D A/1

Under the Securities Exchange Act of 1934

 ADEPTUS HEALTH INC.
(Name of Issuer)

Class A Common Stock
(Title of Class of Securities)

 006855100
(CUSIP Number)

Arthur H. Amron, Esq.
Wexford Capital LP
411 West Putnam Avenue
Greenwich, CT 06830
(203) 862-7000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)


April 12, 2017
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See section 240.13d-7 for other parties to whom copies are to be sent.

*    The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or other subject to the liabilities of that section of Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 066855100
1
Names of Reporting Persons.
I.R.S. Identification Nos. of above Persons (entities only)
 
Debello Investors LLC
2
Check the Appropriate Box if a Member of a Group
(See Instructions)
(a)  
(b)  
3
SEC Use Only
 
4
Source of Funds (See Instructions)
 
OO
5
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e
 
6
Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
7
Sole Voting Power
 
0
8
Shared Voting Power (see Item 5 below)
 
0
9
Sole Dispositive Power
 
0
10
Shared Dispositive Power (see Item 5 below)
 
0
11
Aggregate Amount Beneficially Owned by Each Reporting Person
 
0
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13
Percent of Class Represented by Amount in Row (11)
 
0%
14
Type of Reporting Person (See Instructions)
 
CO



CUSIP No. 066855100
1
Names of Reporting Persons.
I.R.S. Identification Nos. of above Persons (entities only)
 
Wexford Focused Investors LLC
2
Check the Appropriate Box if a Member of a Group
(See Instructions)
(a)  
(b)  
3
SEC Use Only
 
4
Source of Funds (See Instructions)
 
OO
5
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e
 
6
Citizenship or Place of Organization
Delaware
 
Number of Shares Beneficially Owned by Each Reporting Person With
7
Sole Voting Power
 
0
8
Shared Voting Power (see Item 5 below)
 
0
9
Sole Dispositive Power
 
0
10
Shared Dispositive Power (see Item 5 below)
 
0
11
Aggregate Amount Beneficially Owned by Each Reporting Person
 
0
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13
Percent of Class Represented by Amount in Row (11)
 
0%
14
Type of Reporting Person (See Instructions)
 
OO



CUSIP No. 066855100
1
Names of Reporting Persons.
I.R.S. Identification Nos. of above Persons (entities only)
 
Wexford Spectrum Investors LLC
2
Check the Appropriate Box if a Member of a Group
(See Instructions)
(a)  
(b)  
3
SEC Use Only
 
4
Source of Funds (See Instructions)
 
OO
5
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e
 
6
Citizenship or Place of Organization
Delaware
 
Number of Shares Beneficially Owned by Each Reporting Person With
7
Sole Voting Power
 
0
8
Shared Voting Power (see Item 5 below)
 
0
9
Sole Dispositive Power
 
0
10
Shared Dispositive Power (see Item 5 below)
 
0
11
Aggregate Amount Beneficially Owned by Each Reporting Person
 
0
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13
Percent of Class Represented by Amount in Row (11)
 
0%
14
Type of Reporting Person (See Instructions)
 
OO



CUSIP No. 066855100
1
Names of Reporting Persons.
I.R.S. Identification Nos. of above Persons (entities only)
 
Wexford Capital LP
2
Check the Appropriate Box if a Member of a Group
(See Instructions)
(a)  
(b)  
3
SEC Use Only
 
4
Source of Funds (See Instructions)
 
OO
5
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e
 
6
Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
7
Sole Voting Power
 
0
8
Shared Voting Power (see Item 5 below)
 
0
9
Sole Dispositive Power
 
0
10
Shared Dispositive Power (see Item 5 below)
 
0
11
Aggregate Amount Beneficially Owned by Each Reporting Person
 
0
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13
Percent of Class Represented by Amount in Row (11)
 
0%
14
Type of Reporting Person (See Instructions)
 
PN



CUSIP No. 066855100
1
Names of Reporting Persons.
I.R.S. Identification Nos. of above Persons (entities only)
 
Wexford GP LLC
2
Check the Appropriate Box if a Member of a Group
(See Instructions)
(a)  
(b)  
3
SEC Use Only
 
4
Source of Funds (See Instructions)
 
OO
5
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e
 
6
Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
7
Sole Voting Power
 
0
8
Shared Voting Power (see Item 5 below)
 
0
9
Sole Dispositive Power
 
0
10
Shared Dispositive Power (see Item 5 below)
 
0
11
Aggregate Amount Beneficially Owned by Each Reporting Person
 
0
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13
Percent of Class Represented by Amount in Row (11)
 
0%
14
Type of Reporting Person (See Instructions)
 
OO



CUSIP No. 066855100
1
Names of Reporting Persons.
I.R.S. Identification Nos. of above Persons (entities only)
 
Charles E. Davidson
2
Check the Appropriate Box if a Member of a Group
(See Instructions)
(a)  
(b)  
3
SEC Use Only
 
4
Source of Funds (See Instructions)
 
OO
5
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e
 
6
Citizenship or Place of Organization
United States
 
Number of Shares Beneficially Owned by Each Reporting Person With
7
Sole Voting Power
 
0
8
Shared Voting Power (see Item 5 below)
 
0
9
Sole Dispositive Power
 
0
10
Shared Dispositive Power (see Item 5 below)
 
0
11
Aggregate Amount Beneficially Owned by Each Reporting Person
 
0
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13
Percent of Class Represented by Amount in Row (11)
 
0%
14
Type of Reporting Person (See Instructions)
 
IN



CUSIP No. 066855100
1
Names of Reporting Persons.
I.R.S. Identification Nos. of above Persons (entities only)
 
Joseph M. Jacobs
2
Check the Appropriate Box if a Member of a Group
(See Instructions)
(a)  
(b)  
3
SEC Use Only
 
4
Source of Funds (See Instructions)
 
OO
5
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e
 
6
Citizenship or Place of Organization
United States
 
Number of Shares Beneficially Owned by Each Reporting Person With
7
Sole Voting Power
 
0
8
Shared Voting Power (see Item 5 below)
 
0
9
Sole Dispositive Power
 
0
10
Shared Dispositive Power (see Item 5 below)
 
0
11
Aggregate Amount Beneficially Owned by Each Reporting Person
 
0
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13
Percent of Class Represented by Amount in Row (11)
 
0%
14
Type of Reporting Person (See Instructions)
 
IN

SCHEDULE 13D A/1

This Amendment No. 1 to Schedule 13D (the "Amendment No. 1") modifies and supplements the Schedule 13D initially filed on April 11, 2017  (the "Original Statement", and together with the Amendment No. 1, the "Statement"), with respect to the Class A common stock, $0.01 par value per share (the "Common Stock") of Adeptus Health Inc. (the "Issuer"). Except to the extent supplemented or amended by the information contained in this Amendment No. 1, the Original Statement remains in full force and effect.  Capitalized terms used herein without definition have the respective meanings ascribed to them in the Original Statement. This is the final amendment to the Statement and constitutes an "exiting filing" for the Reporting Persons.


Item 3.
Source and Amount of Funds or Other Consideration.

Item 3 is hereby supplemented by adding the following:

Since the date of the Original Statement, the Purchasing Entities sold 1,400,000 shares of Common Stock in open market transactions.

The Reporting Persons may from  time to time decide to buy or sell more shares of Common Stock depending on prevailing market conditions.


Item 5.
Interest in Securities of the Issuer

Item 5 is hereby amended and restated in its entirety with the following:

(a)-(b) The aggregate number and percentage of shares of Common Stock beneficially owned by the Reporting Persons (on the basis of 16,395,599 shares of Common Stock issued and outstanding as of November 7, 2016 as reported in the Issuer's Form 10-Q filed with the SEC on November 9, 2016) are as follows:
 
 
Debello Investors LLC
a)
 
Amount beneficially owned: 0
 
Percentage: 0%
b)
 
Number of shares to which the Reporting Person has:
 
 
 
i.
Sole power to vote or to direct the vote:
 
0
 
ii.
Shared power to vote or to direct the vote:
 
0
 
iii.
Sole power to dispose or to direct the disposition of:
 
0
 
iv.
Shared power to dispose or to direct the disposition of:
 
0
 
Wexford Focused Investors LLC
a)
 
Amount beneficially owned: 0
 
Percentage: 0%
b)
 
Number of shares to which the Reporting Person has:
 
 
 
 i.
Sole power to vote or to direct the vote:
 
0
 
 ii.
Shared power to vote or to direct the vote:
 
0
 
iii.
Sole power to dispose or to direct the disposition of:
 
0
 
iv.
Shared power to dispose or to direct the disposition of:
 
0
 
Wexford Spectrum Investors LLC
a)
 
Amount beneficially owned:  0
 
Percentage: 0%
b)
 
Number of shares to which the Reporting Person has:
 
 
 
i.
Sole power to vote or to direct the vote:
 
0
 
ii.
Shared power to vote or to direct the vote:
 
0
 
iii.
Sole power to dispose or to direct the disposition of:
 
0
 
iv.
Shared power to dispose or to direct the disposition of:
 
0
 
Wexford Capital LP
a)
 
Amount beneficially owned: 0
 
Percentage: 0%
b)
 
Number of shares to which the Reporting Person has:
 
 
 
i.
Sole power to vote or to direct the vote:
 
0
 
ii.
Shared power to vote or to direct the vote:
 
 
iii.
Sole power to dispose or to direct the disposition of:
 
0
 
iv.
Shared power to dispose or to direct the disposition of:
 
0
 
Wexford GP LLC
a)
 
Amount beneficially owned: 0
 
Percentage: 0%
b)
 
Number of shares to which the Reporting Person has:
 
 
 
i.
Sole power to vote or to direct the vote:
 
0
 
ii.
Shared power to vote or to direct the vote:
 
0
 
iii.
Sole power to dispose or to direct the disposition of:
 
0
 
iv.
Shared power to dispose or to direct the disposition of:
 
0
 
Charles E. Davidson
a)
 
Amount beneficially owned: 0
 
Percentage: 0%
b)
 
Number of shares to which the Reporting Person has:
 
 
 
i.
Sole power to vote or to direct the vote:
 
0
 
ii.
Shared power to vote or to direct the vote:
 
0
 
iii.
Sole power to dispose or to direct the disposition of:
 
0
 
iv.
Shared power to dispose or to direct the disposition of:
 
0
 
Joseph M. Jacobs
 
a)
 
Amount beneficially owned: 0
 
Percentage: 0%
b)
 
Number of shares to which the Reporting Person has:
 
 
 
i.
Sole power to vote or to direct the vote:
 
0
 
ii.
Shared power to vote or to direct the vote:
 
0
 
iii.
Sole power to dispose or to direct the disposition of:
 
0
 
iv.
Shared power to dispose or to direct the disposition of:
 
0

The total shares of Common Stock reported as beneficially owned by each of Wexford Capital, Wexford GP, Mr. Davidson and Mr. Jacobs include the shares of Common Stock reported as beneficially owned by the Purchasing Entities. Wexford Capital may, by reason of its status as manager of the Purchasing Entities, be deemed to own beneficially the shares of Common Stock of which the Purchasing Entities possess beneficial ownership. Wexford GP may, by reason of its status as general partner of Wexford Capital, be deemed to own beneficially the securities of which the Purchasing Entities possess beneficial ownership. Each of Messrs. Davidson and Jacobs may, by reason of his status as a controlling person of Wexford GP, be deemed to own beneficially the shares of Common Stock of which the Purchasing Entities possess beneficial ownership. Each of Wexford GP, Wexford Capital, Davidson and Jacobs, shares the power to vote and to dispose of the shares of Common Stock beneficially owned by the Purchasing Entities.  Each of Wexford Capital, Wexford GP, Davidson and Jacobs disclaims beneficial ownership of the shares of Common Stock owned by the Purchasing Entities and this report shall not be deemed as an admission that they are the beneficial owner of such securities except, in the case of Messrs. Davidson and Jacobs, to the extent of their respective personal ownership interests in any of the members of the Purchasing Entities.

(c) Except as set forth in Original Statement and Item 3 above, the Reporting Persons have not effected any transactions in the Common Stock during the 60 days preceding the date of this Amendment No. 1.

(d) Not applicable

(e) April 17, 2017 is the date that the Reporting Persons ceased to be the beneficial owner of more than
 5% of the class of securities.



* * * * *

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 Date: April 18, 2017
Company Name
 
 
DEBELLO INVESTORS LLC
 
       
 
By:
/s/ Arthur Amron
 
 
Name:  
Arthur H. Amron
 
 
Title: 
Vice President and Assistant Secretary
 
 
 
 
 
 
WEXFORD FOCUSED  INVESTORS LLC
 
       
       
       
 
By:
/s/ Arthur Amron
 
 
Name:  
Arthur H. Amron
 
 
Title: 
Vice President and Assistant Secretary
 
       
 
WEXFORD SPECTRUM INVESTORS LLC
 
       
       
       
 
By:
/s/ Arthur Amron
 
 
Name:  
Arthur H. Amron
 
 
Title: 
Vice President and Assistant Secretary
 
       
       
 
WEXFORD CAPITAL LP
 
 
By:
Wexford GP LLC, its General Partner
 
       
       
 
By:
/s/ Arthur Amron
 
 
Name:  
Arthur H. Amron
 
 
Title: 
Vice President and Assistant Secretary
 
       
       
 
WEXFORD GP LLC
 
       
 
By:
/s/ Arthur Amron
 
 
Name:  
Arthur H. Amron
 
 
Title: 
Vice President and Assistant Secretary
 
       
 
/s/ Joseph M. Jacobs
 
 
 JOSEPH M. JACOBS
 
       
 
/s/ Charles E. Davidson
 
 
 CHARLES E. DAVIDSON