SEC Filing - Universal Health Services Inc.

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SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MILLER ALAN B

(Last)

(First)

(Middle)

UNIVERSAL HEALTH SERVICES, INC.

367 SOUTH GULPH ROAD

(Street)

KING OF PRUSSIA

19406

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
UNIVERSAL HEALTH SERVICES INC [ UHS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/07/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	08/07/2020		J⁽¹⁾		29,503	D	$0	24,180	I	AMK 2014 LLC as held by The Abby Miller King 2019 GRAT
Class B Common Stock	08/07/2020		J⁽¹⁾		29,503	A	$0	29,503	I	AMK 2014 LLC as held by Alan B. Miller
Class B Common Stock	08/07/2020		J⁽²⁾		29,569	D	$0	0	I	AMK 2014 LLC as held by The Abby Miller King 2018 GRAT
Class B Common Stock	08/07/2020		J⁽²⁾		29,569	A	$0	59,072	I	AMK 2014 LLC as held by Alan B. Miller
Class B Common Stock	08/07/2020		J⁽¹⁾		29,503	D	$0	24,180	I	MS 2014 LLC as held by The Marni Spencer 2019 GRAT
Class B Common Stock	08/07/2020		J⁽¹⁾		29,503	A	$0	29,503	I	MS 2014 LLC as held by Alan B. Miller
Class B Common Stock	08/07/2020		J⁽²⁾		29,569	D	$0	0	I	MS 2014 LLC as held by The Marni Spencer 2018 GRAT
Class B Common Stock	08/07/2020		J⁽²⁾		29,569	A	$0	59,072	I	MS 2014 LLC as held by Alan B. Miller
Class B Common Stock	08/07/2020		J⁽¹⁾		55,712	D	$0	45,621	I	MDM 2014 LLC as held by the Marc Daniel Miller 2019 GRAT
Class B Common Stock	08/07/2020		J⁽¹⁾		55,712	A	$0	55,712	I	MDM 2014 LLC as held by Alan B. Miller
Class B Common Stock	08/07/2020		J⁽²⁾		74,660	D	$0	0	I	MDM 2014 LLC as held by The Marc Daniel Miller 2018 GRAT
Class B Common Stock	08/07/2020		J⁽²⁾		74,660	A	$0	130,372	I	MDM 2014 LLC as held by Alan B. Miller
Class B Common Stock	08/07/2020		J⁽³⁾		59,072	D	$0	0	I	AMK 2014 LLC as held by Alan B. Miller
Class B Common Stock	08/07/2020		J⁽³⁾		59,072	A	$0	59,072	I	AMK 2014 LLC as held by The Abby Miller King 2020 GRAT
Class B Common Stock	08/07/2020		J⁽⁴⁾		59,072	D	$0	0	I	MS 2014 LLC as held by Alan B. Miller
Class B Common Stock	08/07/2020		J⁽⁴⁾		59,072	A	$0	59,072	I	MS 2014 LLC as held by The Marni Spencer 2020 GRAT
Class B Common Stock	08/07/2020		J⁽⁵⁾		130,372	D	$0	0	I	MDM 2014 LLC as held by Alan B. Miller
Class B Common Stock	08/07/2020		J⁽⁵⁾		130,372	A	$0	130,372	I	MDM 2014 LLC as held by the Marc Daniel Miller 2020 GRAT
Class B Common Stock								671,256	D
Class B Common Stock								150,000	I	Abby Miller King 2020 GRAT
Class B Common Stock								0	I	AMK 2014 LLC
Class B Common Stock								16,748	I	AMK 2014 LLC held by The Abby Danielle Miller 2002 Trust
Class B Common Stock								55,763	I	By The Abby Miller King 2011 Family Trust
Class B Common Stock								200,000	I	Marc Daniel Miller 2020 GRAT
Class B Common Stock								150,000	I	Marni Spencer 2020 GRAT
Class B Common Stock								24,007	I	MDM 2014 LLC held by The Marc Daniel Miller 2002 Trust
Class B Common Stock								16,748	I	MS 2014 LLC held by The Marni Spencer 2002 Trust
Class B Common Stock								9,810	I	The Alan and Jill Miller Foundation
Class B Common Stock								59,900	I	The Marc Daniel Miller 2011 Family Trust
Class B Common Stock								55,763	I	The Marni Spencer 2011 Family Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	⁽⁶⁾	08/07/2020		J⁽¹⁾			29,503	⁽⁷⁾	⁽⁸⁾	Class B Common Stock	29,503	$0	24,180	I	AMK 2014 LLC as held by The Abby Miller King 2019 GRAT
Class A Common Stock	⁽⁹⁾	08/07/2020		J⁽¹⁾		29,503		⁽¹⁰⁾	⁽¹¹⁾	Class B Common Stock	29,503	$0	29,503	I	AMK 2014 LLC as held by Alan B. Miller
Class A Common Stock	⁽⁹⁾	08/07/2020		J⁽²⁾			29,569	⁽¹²⁾	⁽¹³⁾	Class B Common Stock	29,569	$0	0	I	AMK 2014 LLC held by the Abby Miller King 2018 GRAT
Class A Common Stock	⁽⁹⁾	08/07/2020		J⁽²⁾		29,569		⁽¹⁰⁾	⁽¹¹⁾	Class B Common Stock	29,569	$0	59,072	I	AMK 2014 LLC as held by Alan B. Miller
Class A Common Stock	⁽⁶⁾	08/07/2020		J⁽¹⁾			29,503	⁽⁷⁾	⁽⁸⁾	Class B Common Stock	29,503	$0	24,180	I	MS 2014 LLC as held by The Marni Spencer 2019 GRAT
Class A Common Stock	⁽⁹⁾	08/07/2020		J⁽¹⁾		29,503		⁽¹⁰⁾	⁽¹¹⁾	Class B Common Stock	29,503	$0	29,503	I	MS 2014 LLC as held by Alan B. Miller
Class A Common Stock	⁽⁹⁾	08/07/2020		J⁽²⁾		29,569		⁽¹⁰⁾	⁽¹¹⁾	Class B Common Stock	29,569	$0	59,072	I	MS 2014 LLC as held by Alan B. Miller
Class A Common Stock	⁽⁹⁾	08/07/2020		J⁽²⁾			29,569	⁽¹²⁾	⁽¹³⁾	Class B Common Stock	29,569	$0	0	I	MS 2014 LLC as held by The Marni Spencer 2018 GRAT
Class A Common Stock	⁽⁶⁾	08/07/2020		J⁽¹⁾			41,783	⁽⁷⁾	⁽⁸⁾	Class B Common Stock	41,783	$0	34,216	I	MDM 2014 LLC as held by The Marc Daniel Miller 2019 GRAT
Class A Common Stock	⁽⁹⁾	08/07/2020		J⁽¹⁾		41,783		⁽¹⁰⁾	⁽¹¹⁾	Class B Common Stock	41,783	$0	41,783	I	MDM 2014 LLC as held by Alan B. Miller
Class A Common Stock	⁽⁹⁾	08/07/2020		J⁽²⁾			55,996	⁽¹²⁾	⁽¹³⁾	Class B Common Stock	55,996	$0	0	I	MDM 2014 LLC as held by The Marc Daniel Miller 2018 GRAT
Class A Common Stock	⁽⁹⁾	08/07/2020		J⁽²⁾		55,996		⁽¹⁰⁾	⁽¹¹⁾	Class B Common Stock	55,996	$0	97,779	I	MDM 2014 LLC as held by Alan B. Miller
Class A Common Stock	⁽⁹⁾	08/07/2020		J⁽⁵⁾			97,779	⁽¹⁰⁾	⁽¹¹⁾	Class B Common Stock	97,779	$0	0	I	MDM 2014 LLC as held by Alan B. Miller
Class A Common Stock	⁽⁶⁾	08/07/2020		J⁽⁵⁾		97,779		⁽⁷⁾	⁽⁸⁾	Class B Common Stock	97,779	$0	97,779	I	MDM 2014 LLC as held by the Marc Daniel Miller 2020 GRAT
Class A Common Stock	⁽⁹⁾	08/07/2020		J⁽³⁾			59,072	⁽¹⁰⁾	⁽¹¹⁾	Class B Common Stock	59,072	$0	0	I	AMK 2014 LLC as held by Alan B. Miller
Class A Common Stock	⁽⁹⁾	08/07/2020		J⁽³⁾		59,072		⁽⁷⁾	⁽⁸⁾	Class B Common Stock	59,072	$0	59,072	I	AMK 2014 LLC as held by The Abby Miller King 2020 GRAT
Class A Common Stock	⁽⁹⁾	08/07/2020		J⁽⁴⁾			59,072	⁽¹⁰⁾	⁽¹¹⁾	Class B Common Stock	59,072	$0	0	I	MS 2014 LLC as held by Alan B. Miller
Class A Common Stock	⁽⁶⁾	08/07/2020		J⁽⁴⁾		59,072		⁽⁷⁾	⁽⁸⁾	Class B Common Stock	59,072	$0	59,072	I	MS 2014 LLC as held by The Marni Spencer 2020 GRAT
Class A Common Stock	⁽¹⁴⁾							⁽¹⁵⁾	⁽¹³⁾	Class B Common Stock	258,630		258,630	I	The Alan B. Miller 2002 Trust
Class A Common Stock	⁽⁹⁾							⁽¹²⁾	⁽¹³⁾	Class B Common Stock	16,748		16,748	I	MS 2014 LLC held by The Marni Spencer 2002 Trust
Class A Common Stock	⁽⁹⁾							⁽¹²⁾	⁽¹³⁾	Class B Common Stock	18,005		18,005	I	MDM 2014 LLC held by The Marc Daniel Miller 2002 Trust
Class A Common Stock	⁽⁹⁾							⁽¹²⁾	⁽¹³⁾	Class B Common Stock	16,748		16,748	I	AMK 2014 LLC held by The Abby Danielle Miller 2002 Trust
Class A Common Stock	⁽⁹⁾							⁽¹²⁾	⁽¹⁶⁾	Class B Common Stock	400,000		400,000	I	Alan B. Miller Marital Trust (f/b/o Jill Miller)
Class A Common Stock	⁽⁹⁾							⁽¹⁵⁾	⁽¹¹⁾	Class B Common Stock	4,155,255		4,155,255	D

Explanation of Responses:

1. On August 07, 2020, The Marc Daniel Miller 2019 GRAT distributed 27.85561% of the MDM 2014 LLC to the MDM 2014 LLC as held by Alan B. Miller, The Abby Miller King 2019 GRAT distributed 29.50298% of the AMK 2014 LLC to the AMK 2014 LLC as held by Alan B. Miller, and The Marni Spencer 2019 GRAT distributed 29.50298% of the MS 2014 LLC to the MS 2014 LLC as held by Alan B. Miller. Mr. Miller's pecuniary interest in these shares is unchanged. All distributions hereinbefore described were made pursuant to the terms of the Trust Agreement creating each 2019 GRAT.

2. On August 07, 2020, The Marc Daniel Miller 2018 GRAT distributed 37.33028% of the MDM 2014 LLC to the MDM 2014 LLC as held by Alan B. Miller, The Abby Miller King 2018 GRAT distributed 29.56947% of the AMK 2014 LLC to the AMK 2014 LLC as held by Alan B. Miller, and The Marni Spencer 2018 GRAT distributed 29.56947% of the MS 2014 LLC to the MS 2014 LLC as held by Alan B. Miller. Mr. Miller's pecuniary interest in these shares is unchanged. All distributions hereinbefore described were made pursuant to the terms of the Trust Agreement creating each 2018 GRAT.

3. On August 07, 2020, Alan B. Miller contributed 59.07245% of AMK 2014 LLC to The Abby Miller King 2020 GRAT. These shares were held by the AMK 2014 LLC as held by Alan B. Miller.

4. On August 07, 2020, Alan B. Miller contributed 59.07245% of MS 2014 LLC to The Marni Spencer 2020 GRAT. These shares were held by the MS 2014 LLC as held by Alan B. Miller

5. On August 07, 2020, Alan B. Miller contributed 65.18589% of the MDM 2014 LLC to The Marc Daniel Miller 2020 GRAT. These shares were held by the MDM 2014 LLC as held by Alan B. Miller.

6. The Class A Common Stock is convertible into Class B Common Stock on a share for share basis.

7. Immediately.

8. Not Applicable.

9. The Class A Common Stock is convertible into Class B Common Stock on a share for share basis.

10. immediately

11. Not Applicable

12. Immediately.

13. Not Applicable.

14. The Class A Common Stock is convertible into Class B Common Stock on a share for share basis.

15. Immediately

16. Not applicable.

	/s/ Steve Filton, Attorney-in-Fact for Alan B. Miller	08/11/2020
	** Signature of Reporting Person	Date
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