X0306 4 2015-06-29 0 0001602367 Adeptus Health Inc. ADPT 0001611545 Sterling Fund Management LLC C/O STERLING PARTNERS 401 NORTH MICHIGAN AVENUE, SUITE 3300 CHICAGO IL 60611 1 0 0 0 0001611546 Sterling Fund Management Holdings, L.P. C/O STERLING PARTNERS 401 NORTH MICHIGAN AVENUE, SUITE 3300 CHICAGO IL 60611 1 0 0 0 0001611469 Sterling Fund Management Holdings GP, LLC C/O STERLING PARTNERS 401 NORTH MICHIGAN AVENUE, SUITE 3300 CHICAGO IL 60611 1 0 0 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 2015-06-29 4 A 0 812 0.00 A 4222 I See footnotes Class A Common Stock 3317817 I See footnotes Represents grant of restricted shares of Class A Common Stock of Adeptus Health, Inc. (the "Issuer") that vests in full on January 1, 2016. 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, Eric D. Becker and R. Christopher Hoehn-Saric. Shares of Class A Common Stock of the Issuer are held by SCP III AIV THREE-FCER Conduit, 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, Eric D. 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 or on behalf of the Sterling Funds. 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 4 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 4 filing. By: /s/ M. Avi Epstein, General Counsel of Sterling Fund Management, LLC 2015-06-30 By: /s/ M. Avi Epstein, General Counsel of Sterling Fund Management Holdings, L.P. 2015-06-30 By: /s/ M. Avi Epstein, General Counsel of Sterling Fund Management Holdings GP, LLC 2015-06-30 By: /s/ M. Avi Epstein, attorney-in-fact for Daniel W. Rosenberg 2015-06-30