SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No ___ )

UNIVERSAL HEALTH SERVICES, INC.

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(Name of Issuer)

Class B Common Stock

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(Title of Class of Securities)

913903100

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(CUSIP Number)

December 31, 2016

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(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☒

Rule 13d-1(b)

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Rule 13d-1(c)

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Rule 13d-1(d)

*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 the disclosures provided in a prior cover page.

The information required in 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 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

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Item 1(a)

Name of Issuer:

Universal Health Services, Inc.

Item 1(b)

Address of Issuer’s Principal Executive Offices:

367 South Gulph Road

King of Prussia, Pennsylvania 19406

Item 2(a)

Name of Person Filing:

This Schedule 13G (the “Schedule 13G”) is being filed on behalf of each of the following persons (each, a “Reporting Person”):

(i)

Maverick Capital, Ltd.;

(ii)

Maverick Capital Management, LLC;

(iii)

Lee S. Ainslie III (“Mr. Ainslie”); and

(iv)

Andrew H. Warford (“Mr. Warford”).

The Schedule 13G relates to Shares (as defined herein) held for the accounts of Maverick Capital, Ltd.’s clients.

Item 2(b)

Address of Principal Business Office or, if none, Residence:

The address of the principal business office of (i) Maverick Capital, Ltd. and Maverick Capital Management, LLC is 300 Crescent Court, 18th Floor, Dallas, Texas 75201, and (ii) Mr. Ainslie and Mr. Warford is 767 Fifth Avenue, 11th Floor, New York, New York 10153.

Item 2(c)

Citizenship:

(i)

Maverick Capital, Ltd. is a Texas limited partnership;

(ii)

Maverick Capital Management, LLC is a Texas limited liability company;

(iii)

Mr. Ainslie is a citizen of the United States; and

(iv)

Mr. Warford is a citizen of the United States.

Item 2(d)

Title of Class of Securities:

Class B Common Stock (the “Shares”).

Item 2(e)

CUSIP Number:

913903100

 

Item 3

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

 

(e)

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An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E).

 

(f)

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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

 

(g)

☒

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

 

(h)

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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

 

(i)

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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

 

(j)

☐

A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

 

(k)

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Group, in accordance with §240.13d-1(b)(1)(ii)(K).

 

If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: _______________

 

Item 4

Ownership

Ownership as of December 31, 2016 is incorporated by reference to items (5) – (9) and (11) of the cover page of the Reporting Person.

Maverick Capital, Ltd. is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940 and, as such, may be deemed to have beneficial ownership of the Shares which are the subject of this filing through the investment discretion it exercises over its clients’ accounts.  Maverick Capital Management, LLC is the General Partner of Maverick Capital, Ltd.  Mr. Ainslie is the manager of Maverick Capital Management, LLC.  Mr. Warford serves as the Chairman of the Stock Committee of Maverick Capital, Ltd.

Item 5

Ownership of Five Percent or Less of a Class

Not applicable.

Item 6

Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

Item 7

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not applicable.

Item 8

Identification and Classification of Members of the Group

Not applicable.

Item 9

Notice of Dissolution of Group

Not applicable.

Item 10

Certifications

By signing below each of the Reporting Persons certifies that, to the best of such person’s knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

 

 

 

 

 

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:  February 14, 2017	MAVERICK CAPITAL, LTD.
	By:	Maverick Capital Management, LLC,
		Its General Partner
		By:	Lee S. Ainslie III, Manager
			By:	/s/ Anne K. Hill
				Anne K. Hill
				Under Power of Attorney dated
				February 13, 2017

 

 

Date: February 14, 2017	MAVERICK CAPITAL MANAGEMENT, LLC
	By:	Lee S. Ainslie III, Manager
		By:	/s/ Anne K. Hill
			Anne K. Hill
			Under Power of Attorney dated
			February 13, 2017

 

 

Date: February 14, 2017	LEE S. AINSLIE III
	By:	/s/ Anne K. Hill
		Anne K. Hill
		Under Power of Attorney dated
		February 13, 2017

   

 

Date: February 14, 2017	ANDREW H. WARFORD
	By:	/s/ Anne K. Hill
		Anne K. Hill
		Under Power of Attorney dated
		February 13, 2017

 

EXHIBIT INDEX

A.	Joint Filing Agreement, dated February 14, 2017, by and among Maverick Capital, Ltd., Maverick Capital Management, LLC, Lee S. Ainslie III and Andrew H. Warford.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit A

 

Joint Filing Agreement

 

The undersigned hereby agree that the statement on Schedule 13G with respect to the Class B Common Stock of Universal Health Services, Inc., dated as of February 14, 2017, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.

	MAVERICK CAPITAL, LTD.
	By:	Maverick Capital Management, LLC,
		Its General Partner
		By:	Lee S. Ainslie III, Manager
			By:	/s/ Anne K. Hill
				Anne K. Hill
				Under Power of Attorney dated
				February 13, 2017

         

	MAVERICK CAPITAL MANAGEMENT, LLC
	By:	Lee S. Ainslie III, Manager
		By:	/s/ Anne K. Hill
			Anne K. Hill
			Under Power of Attorney dated
			February 13, 2017

            

	LEE S. AINSLIE III
	By:	/s/ Anne K. Hill
		Anne K. Hill
		Under Power of Attorney dated
		February 13, 2017

              

	ANDREW H. WARFORD
	By:	/s/ Anne K. Hill
		Anne K. Hill
		Under Power of Attorney dated
		February 13, 2017