X0306 4 2015-08-04 0 0001602367 Adeptus Health Inc. ADPT 0001611325 Sterling Capital Partners III, LLC C/O STERLING PARTNERS, 401 NORTH MICHIGAN AVENUE, SUITE 3300 CHICAGO IL 60611 1 0 1 0 0001611318 SCP III AIV THREE-FCER Conduit, L.P. C/O STERLING PARTNERS, 401 NORTH MICHIGAN AVENUE, SUITE 3300 CHICAGO IL 60611 1 0 1 0 0001611319 SCP III AIV THREE-FCER, L.P. C/O STERLING PARTNERS, 401 NORTH MICHIGAN AVENUE, SUITE 3300 CHICAGO IL 60611 1 0 1 0 0001611317 SC Partners III, L.P. C/O STERLING PARTNERS, 401 NORTH MICHIGAN AVENUE, SUITE 3300 CHICAGO IL 60611 1 0 1 0 0001407214 Taslitz Steven C/O STERLING PARTNERS, 401 NORTH MICHIGAN AVENUE, SUITE 3300 CHICAGO IL 60611 1 0 1 0 0001011186 ELFMAN MERRICK C/O STERLING PARTNERS, 401 NORTH MICHIGAN AVENUE, SUITE 3300 CHICAGO IL 60611 1 0 1 0 0001072473 BECKER DOUGLAS L C/O STERLING PARTNERS, 401 NORTH MICHIGAN AVENUE, SUITE 3300 CHICAGO IL 60611 1 0 1 0 0001011193 HOEHN SARIC RULDOLF CHRISTOPHER C/O STERLING PARTNERS, 401 NORTH MICHIGAN AVENUE, SUITE 3300 CHICAGO IL 60611 1 0 1 0 0001352791 Rosenberg Daniel C/O STERLING PARTNERS, 401 NORTH MICHIGAN AVENUE, SUITE 3300 CHICAGO IL 60611 1 0 1 0 Class A Common Stock 2015-08-04 4 S 0 1264723 100.54 D 2053094 I See footnotes Class A Common Stock 4222 I See footnote Units of Adeptus Health LLC 2015-08-04 4 D 0 1711651 100.54 D Class A Common Stock 1711651 2747023 I See footnotes 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. Shares of Class A Common Stock of the Issuer are held by SCP III AIV THREE-FCER Conduit, L.P. 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. 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. 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. Units of Adeptus Health LLC are held by SCP III AIV THREE-FCER, L.P. 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. 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. /s/ M. Avi Epstein, General Counsel of Sterling Capital Partners III, LLC, the general partner of SC Partners III, L.P., the general partner of SCP III AIV THREE-FCER, L.P. 2015-08-06 /s/ M. Avi Epstein, General Counsel of Sterling Capital Partners III, LLC, the general partner of SC Partners III, L.P., the general partner of SCP III AIV THREE-FCER Conduit, L.P. 2015-08-06 /s/ M. Avi Epstein, General Counsel of Sterling Capital Partners III, LLC, the general partner of SC Partners III, L.P. 2015-08-06 /s/ M. Avi Epstein, General Counsel of Sterling Capital Partners III, LLC 2015-08-06 /s/ M. Avi Epstein, attorney-in-fact for Steven M. Taslitz 2015-08-06 /s/ M. Avi Epstein, attorney-in-fact for Merrick M. Elfman 2015-08-06 /s/ M. Avi Epstein, attorney-in-fact for Douglas L. Becker 2015-08-06 /s/ M. Avi Epstein, attorney-in-fact for R. Christopher Hoehn-Saric 2015-08-06 /s/ M. Avi Epstein, attorney-in-fact for Daniel W. Rosenberg 2015-08-06