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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
UNIVERSAL HEALTH SERVICES INC [ UHS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/27/2021 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class B Common Stock | 10/27/2021 | J(1) | 51,578 | D | $0 | 78,794 | I | MDM 2014 LLC as held by the Marc Daniel Miller 2020 GRAT | ||
Class B Common Stock | 10/27/2021 | J(1) | 51,578 | A | $0 | 97,199 | I | MDM 2014 LLC as held by Alan B. Miller | ||
Class B Common Stock | 10/27/2021 | J(2) | 23,382 | D | $0 | 35,690 | I | MS 2014 LLC as held by The Marni Spencer 2020 GRAT | ||
Class B Common Stock | 10/27/2021 | J(2) | 23,382 | A | $0 | 47,562 | I | MS 2014 LLC as held by Alan B. Miller | ||
Class B Common Stock | 10/27/2021 | J(3) | 23,382 | D | $0 | 35,690 | I | AMK 2014 LLC as held by The Abby Miller King 2020 GRAT | ||
Class B Common Stock | 10/27/2021 | J(3) | 23,382 | A | $0 | 47,562 | I | AMK 2014 LLC as held by Alan B. Miller | ||
Class B Common Stock | 10/28/2021 | J(4) | 35,690 | D | $126.17 | 0 | I | MS 2014 LLC as held by The Marni Spencer 2020 GRAT | ||
Class B Common Stock | 10/28/2021 | J(4) | 35,690 | A | $126.17 | 83,252 | I | MS 2014 LLC as held by Alan B. Miller | ||
Class B Common Stock | 10/28/2021 | J(5) | 78,794 | D | $126.17 | 0 | I | MDM 2014 LLC as held by the Marc Daniel Miller 2020 GRAT | ||
Class B Common Stock | 10/28/2021 | J(5) | 78,794 | A | $126.17 | 175,993 | I | MDM 2014 LLC as held by Alan B. Miller | ||
Class B Common Stock | 10/28/2021 | J(6) | 35,690 | D | $126.17 | 0 | I | AMK 2014 LLC as held by The Abby Miller King 2020 GRAT | ||
Class B Common Stock | 10/28/2021 | J(6) | 35,690 | A | $126.17 | 83,252 | I | AMK 2014 LLC as held by Alan B. Miller | ||
Class B Common Stock | 10/28/2021 | J(7) | 108,562 | D | $126.17 | 0 | I | Abby Miller King 2020 GRAT | ||
Class B Common Stock | 10/28/2021 | J(7) | 108,562 | A | $126.17 | 810,939 | D | |||
Class B Common Stock | 10/28/2021 | J(8) | 108,562 | D | $126.17 | 0 | I | Marni Spencer 2020 GRAT | ||
Class B Common Stock | 10/28/2021 | J(8) | 108,562 | A | $126.17 | 919,501 | D | |||
Class B Common Stock | 10/28/2021 | J(9) | 144,749 | D | $126.17 | 0 | I | Marc Daniel Miller 2020 GRAT | ||
Class B Common Stock | 10/28/2021 | J(9) | 144,749 | A | $126.17 | 1,064,250 | D | |||
Class B Common Stock | 41,438 | I | Abby Miller King 2021 GRAT | |||||||
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 | 55,251 | I | Marc Daniel Miller 2021 GRAT | |||||||
Class B Common Stock | 41,438 | I | Marni Spencer 2021 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(10) | |||||||
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) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Class A Common Stock | (11) | 10/27/2021 | J(1) | 38,684 | (12) | (13) | Class B Common Stock | 38,684 | $0 | 59,095 | I | MDM 2014 LLC as held by the Marc Daniel Miller 2020 GRAT | |||
Class A Common Stock | (11) | 10/27/2021 | J(1) | 38,684 | (12) | (13) | Class B Common Stock | 38,684 | $0 | 72,900 | I | MDM 2014 LLC as held by Alan B. Miller | |||
Class A Common Stock | (11) | 10/27/2021 | J(2) | 23,382 | (12) | (13) | Class B Common Stock | 23,382 | $0 | 35,690 | I | MS 2014 LLC as held by The Marni Spencer 2020 GRAT | |||
Class A Common Stock | (11) | 10/27/2021 | J(2) | 23,382 | (12) | (13) | Class B Common Stock | 23,382 | $0 | 47,562 | I | MS 2014 LLC as held by Alan B. Miller | |||
Class A Common Stock | (11) | 10/27/2021 | J(3) | 23,382 | (12) | (13) | Class B Common Stock | 23,382 | $0 | 35,690 | I | AMK 2014 LLC as held by The Abby Miller King 2020 GRAT | |||
Class A Common Stock | (11) | 10/27/2021 | J(3) | 23,382 | (12) | (13) | Class B Common Stock | 23,382 | $0 | 47,562 | I | AMK 2014 LLC as held by Alan B. Miller | |||
Class A Common Stock | (11) | 10/28/2021 | J(5) | 59,095 | (12) | (13) | Class B Common Stock | 59,095 | $126.17 | 0 | I | MDM 2014 LLC as held by the Marc Daniel Miller 2020 GRAT | |||
Class A Common Stock | (11) | 10/28/2021 | J(5) | 59,095 | (12) | (13) | Class B Common Stock | 59,095 | $126.17 | 131,995 | I | MDM 2014 LLC as held by Alan B. Miller | |||
Class A Common Stock | (11) | 10/28/2021 | J(4) | 35,690 | (12) | (13) | Class B Common Stock | 35,690 | $126.17 | 0 | I | MS 2014 LLC as held by The Marni Spencer 2020 GRAT | |||
Class A Common Stock | (11) | 10/28/2021 | J(4) | 35,690 | (12) | (13) | Class B Common Stock | 35,690 | $126.17 | 83,252 | I | MS 2014 LLC as held by Alan B. Miller | |||
Class A Common Stock | (11) | 10/28/2021 | J(6) | 35,690 | (12) | (13) | Class B Common Stock | 35,690 | $126.17 | 0 | I | AMK 2014 LLC as held by The Abby Miller King 2020 GRAT | |||
Class A Common Stock | (11) | 10/28/2021 | J(6) | 35,690 | (12) | (13) | Class B Common Stock | 35,690 | $126.17 | 83,252 | I | AMK 2014 LLC as held by Alan B. Miller | |||
Class A Common Stock | (11) | (12) | (13) | Class B Common Stock | 4,155,255 | 4,155,255 | D | ||||||||
Class A Common Stock | (11) | (12) | (13) | Class B Common Stock | 258,630 | 258,630 | I | The Alan B. Miller 2002 Trust | |||||||
Class A Common Stock | (11) | (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 | (11) | (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 | (11) | (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 | (11) | (12) | (13) | Class B Common Stock | 400,000 | 400,000 | I | Alan B. Miller Marital Trust (f/b/o Jill Miller) |
Explanation of Responses: |
1. On October 27, 2021, The Marc Daniel Miller 2020 LLC GRAT distributed 25.78899% of the MDM 2014 LLC to Alan B. Miller. Mr. Alan B. 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 2020 LLC GRAT. The MDM 2014 LLC holds 200,000 shares of Class B Common Stock and 150,000 shares of Class A Common Stock. |
2. On October 27, 2021, The Marni Spencer 2020 LLC GRAT distributed 23.38211% of the MS 2014 LLC to Alan B. Miller. Mr. Alan B. 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 2020 LLC GRAT. The MS 2014 LLC holds 100,000 shares of Class B Common Stock and 100,000 shares of Class A Common Stock. |
3. On October 27, 2021, The Abby Miller King 2020 LLC GRAT distributed 23.38211% of the AMK 2014 LLC to Alan B. Miller. Mr. Alan B. 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 2020 LLC GRAT. The AMK 2014 LLC holds 100,000 shares of Class B Common Stock and 100,000 shares of Class A Common Stock. |
4. On October 28, 2021, Alan B. Miller withdrew a 35.69034% interest in the MS 2014 LLC (corresponding to 35,690 shares of each of Class A and Class B common stock) from the Marni Spencer 2020 LLC GRAT. In exchange for the MS 2014 LLC interests, Alan B. Miller contributed to the Marni Spencer 2020 LLC GRAT a promissory note for the value of such interests. The withdrawal of MS 2014 interests from the Marni Spencer 2020 LLC GRAT resulted in a decrease in the number of shares Alan B. Miller beneficially owns indirectly through the Marni Spencer 2020 LLC GRAT and a corresponding increase in the number of shares Alan B. Miller beneficially owns indirectly through the MS 2014 LLC. This withdrawal of MS 2014 LLC interests from the Marni Spencer 2020 LLC GRAT constitutes a change in form of but not the amount of beneficial ownership of the shares. |
5. On October 28, 2021, Alan B. Miller withdrew a 39.39690% interest in the MDM 2014 LLC (corresponding to 59,095 shares of Class A common stock and 78,794 shares of Class B common stock) from the Marc Daniel Miller 2020 LLC GRAT. In exchange for the MDM 2014 LLC interests, Alan B. Miller contributed to the Marc Daniel Miller 2020 LLC GRAT a promissory note for the value of such interests. The withdrawal of MDM 2014 interests from the Marc Daniel Miller 2020 LLC GRAT resulted in a decrease in the number of shares Alan B. Miller beneficially owns indirectly through the Marc Daniel Miller 2020 LLC GRAT and a corresponding increase in the number of shares Alan B. Miller beneficially owns indirectly through the MDM 2014 LLC. This withdrawal of MDM 2014 LLC interests from the Marc Daniel Miller 2020 LLC GRAT constitutes a change in form of but not the amount of beneficial ownership of the shares. |
6. On October 28, 2021, Alan B. Miller withdrew a 35.69034% interest in the AMK 2014 LLC (corresponding to 35,690 shares of each of Class A and Class B common stock) from the Abby Miller King 2020 LLC GRAT. In exchange for the AMK 2014 LLC interests, Alan B. Miller contributed to the Abby Miller King 2020 LLC GRAT a promissory note for the value of such interests. The withdrawal of AMK 2014 interests from the Abby Miller King 2020 LLC GRAT resulted in a decrease in the number of shares Alan B. Miller beneficially owns indirectly through the Abby Miller King 2020 LLC GRAT and a corresponding increase in the number of shares Alan B. Miller beneficially owns indirectly through the AMK 2014 LLC. This withdrawal of AMK 2014 LLC interests from the Abby Miller King 2020 LLC GRAT constitutes a change in form of but not the amount of beneficial ownership of the shares. |
7. On October 28, 2021, Alan B. Miller withdrew 108,562 shares of Class B common stock from the Abby Miller King 2020 GRAT. In exchange for the shares, Alan B. Miller contributed to the Abby Miller King 2020 GRAT a promissory note for the value of such shares. The withdrawal of shares from the Abby Miller King 2020 GRAT resulted in a decrease in the number of shares Alan B. Miller beneficially owns indirectly through the Abby Miller King 2020 GRAT and a corresponding increase in the number of shares Alan B. Miller beneficially owns directly. This withdrawal of shares from the Abby Miller King 2020 GRAT constitutes a change in form of but not the amount of beneficial ownership of the shares. |
8. On October 28, 2021, Alan B. Miller withdrew 108,562 shares of Class B common stock from the Marni Spencer 2020 GRAT. In exchange for the shares, Alan B. Miller contributed to the Marni Spencer 2020 GRAT a promissory note for the value of such shares. The withdrawal of shares from the Marni Spencer 2020 GRAT resulted in a decrease in the number of shares Alan B. Miller beneficially owns indirectly through the Marni Spencer 2020 GRAT and a corresponding increase in the number of shares Alan B. Miller beneficially owns directly. This withdrawal of shares from the Marni Spencer 2020 GRAT constitutes a change in form of but not the amount of beneficial ownership of the shares. |
9. On October 28, 2021, Alan B. Miller withdrew 144,749 shares of Class B common stock from the Marc Daniel Miller 2020 GRAT. In exchange for the shares, Alan B. Miller contributed to the Marc Daniel Miller 2020 GRAT a promissory note for the value of such shares. The withdrawal of shares from the Marc Daniel Miller 2020 GRAT resulted in a decrease in the number of shares Alan B. Miller beneficially owns indirectly through the Marc Daniel Miller 2020 GRAT and a corresponding increase in the number of shares Alan B. Miller beneficially owns directly. This withdrawal of shares from the Marc Daniel Miller 2020 GRAT constitutes a change in form of but not the amount of beneficial ownership of the shares. |
10. Mr. Alan B. Miller disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that Mr. Alan B. Miller is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. |
11. The Class A Common Stock is convertible into Class B Common Stock on a share for share basis. |
12. Immediately. |
13. Not Applicable. |
/s/ Steve Filton, Attorney-in-Fact for Alan B. Miller | 10/29/2021 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |