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 Marc D

(Last) (First) (Middle)
UNIVERSAL HEALTH SERVICES, INC.
367 SOUTH GULPH ROAD

(Street)
KING OF PRUSSIA PA 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 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
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)
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)
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 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) 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(4) 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(5) 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(5) 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(6) 35,690 D $126.17 0 I AMK 2014 LLC 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 145,901 D
Class B Common Stock 16,748 I AMK 2014 LLC held by The Abby Danielle Miller 2002 Trust
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 22,815 I The Abby Danielle Miller 2002 Trust
Class B Common Stock 55,763 I The Abby Miller King 2011 Family Trust
Class B Common Stock 44,110 I The Marc Daniel Miller 2002 Trust
Class B Common Stock 59,900 I The Marc Daniel Miller 2011 Family Trust
Class B Common Stock 43,247 I The Marni Spencer 2002 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class A Common Stock (7) 10/27/2021 J(1) 38,684 (8) (9) 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 (7) 10/27/2021 J(1) 38,684 (8) (9) Class B Common Stock 38,684 $0 72,900 I MDM 2014 LLC as held by Alan B. Miller
Class A Common Stock (7) 10/27/2021 J(2) 23,382 (8) (9) 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 (7) 10/27/2021 J(2) 23,382 (8) (9) Class B Common Stock 23,382 $0 47,562 I MS 2014 LLC as held by Alan B. Miller
Class A Common Stock (7) 10/27/2021 J(3) 23,382 (8) (9) Class B Common Stock 23,382 $0 35,690 I AMK 2014 LLC held by the Abby Miller King 2020 GRAT
Class A Common Stock (7) 10/27/2021 J(3) 23,382 (8) (9) Class B Common Stock 23,382 $0 47,562 I AMK 2014 LLC as held by Alan B. Miller
Class A Common Stock (7) 10/28/2021 J(4) 59,095 (8) (9) 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 (7) 10/28/2021 J(4) 59,095 (8) (9) Class B Common Stock 59,095 $126.17 131,995 I MDM 2014 LLC as held by Alan B. Miller
Class A Common Stock (7) 10/28/2021 J(5) 35,690 (8) (9) 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 (7) 10/28/2021 J(5) 35,690 (8) (9) Class B Common Stock 35,690 $126.17 83,252 I MS 2014 LLC as held by Alan B. Miller
Class A Common Stock (7) 10/28/2021 J(6) 35,690 (8) (9) Class B Common Stock 35,690 $126.17 0 I AMK 2014 LLC held by the Abby Miller King 2020 GRAT
Class A Common Stock (7) 10/28/2021 J(6) 35,690 (8) (9) Class B Common Stock 35,690 $126.17 83,252 I AMK 2014 LLC as held by Alan B. Miller
Class A Common Stock (7) (8) (9) Class B Common Stock 99,063 99,063 I The Marni Spencer 2002 Trust
Class A Common Stock (7) (8) (9) Class B Common Stock 139,195 139,195 I The Marc Daniel Miller 2002 Trust
Class A Common Stock (7) (8) (9) Class B Common Stock 99,063 99,063 I The Abby Danielle Miller 2002 Trust
Class A Common Stock (7) (8) (9) Class B Common Stock 16,748 16,748 I MS 2014 LLC held by The Marni Spencer 2002 Trust
Class A Common Stock (7) (8) (9) Class B Common Stock 18,005 18,005 I MDM 2014 LLC held by The Marc Daniel Miller 2002 Trust
Class A Common Stock (7) (8) (9) Class B Common Stock 118,900 118,900 I By The Marni Spencer Family 2012 Trust
Class A Common Stock (7) (8) (9) Class B Common Stock 61,500 61,500 I Marc Daniel Miller Subtrust u/ Miller Family 2017 Trust
Class A Common Stock (7) (8) (9) Class B Common Stock 61,500 61,500 I Marni Spencer Subtrust u/ Miller Family 2017 Trust
Class A Common Stock (7) (8) (9) Class B Common Stock 118,900 118,900 I By The Marc Daniel Miller Family 2012 Trust
Class A Common Stock (7) (8) (9) Class B Common Stock 118,900 118,900 I By The Abby Miller King Family 2012 Trust
Class A Common Stock (7) (8) (9) Class B Common Stock 16,748 16,748 I AMK 2014 LLC held by The Abby Danielle Miller 2002 Trust
Class A Common Stock (7) (8) (9) Class B Common Stock 532,194 532,194 I A. Miller Family, LLC
Class A Common Stock (7) (8) (9) Class B Common Stock 61,500 61,500 I Abby Danielle Miller Subtrust u/ Miller Family 2017 Trust
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. Mr. Marc D. Miller disclaims any beneficial interest in the assets of The Marni Spencer 2020 LLC GRAT.
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. Mr. Marc D. Miller disclaims any beneficial interest in the assets of The Abby Miller King 2020 LLC GRAT.
4. 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.
5. 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. Mr. Marc D. Miller disclaims any beneficial interest in the assets of The Marni Spencer 2020 GRAT.
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. Mr. Marc D. Miller disclaims any beneficial interest in the assets of The Marni Spencer 2020 GRAT.
7. The Class A Common Stock is convertible into Class B Common Stock on a share for share basis.
8. Immediately.
9. Not Applicable.
/s/ Steve Filton, Attorney in Fact for Marc D. Miller 10/29/2021
** Signature of Reporting Person Date
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