Statement of Changes in Beneficial Ownership (4)
15 November 2021 - 05:36PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5
obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
|
OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
|
Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934 or Section 30(h) of the Investment
Company Act of 1940
|
|
| 1. Name
and Address of Reporting Person * Seetharam
Anil |
2. Issuer Name and Ticker or Trading
Symbol ADVANCED DRAINAGE SYSTEMS, INC. [ WMS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)__X__
Director _____
10% Owner
_____ Officer (give title
below) _____ Other
(specify below)
|
|
(Last)
(First)
(Middle)
200 CLARENDON STREET, FLOOR 35 |
3. Date of Earliest Transaction (MM/DD/YYYY)
11/11/2021
|
|
(Street)
BOSTON, MA 02116
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
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. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. 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 |
|
Common Stock |
11/11/2021 |
|
S |
|
620082 |
D |
$126.79 |
7097035 |
I |
See Footnote (1)(2) |
|
Common Stock |
11/11/2021 |
|
S |
|
9958 |
D |
$126.79 |
74109 |
I |
Berkshire Investors III LLC (3) |
|
Common Stock |
11/11/2021 |
|
S |
|
9960 |
D |
$126.79 |
72223 |
I |
Berkshire Investors IV LLC (4) |
|
Common Stock |
|
|
|
|
|
|
|
1807 |
D |
|
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. 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 |
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 of Derivative Security: 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 |
| Explanation of
Responses: |
| (1) |
Represents shares held by
Berkshire Fund IX, L.P. ("BF IX"), Berkshire Fund IX-A, L.P. ("BF
IX-A"), Stockbridge Fund, L.P. ("SF"), Stockbridge Absolute Return
Fund, L.P. ("SARF") and certain other accounts. Ninth Berkshire
Associates LLC ("9BA") is the general partner of BF IX and BF IX-A,
and Stockbridge Associates LLC ("SA") is the general partner of SF
and SARF. Berkshire Partners LLC ("BP") is the investment adviser
to BF IX and BF IX-A, and Stockbridge Partners LLC ("SP") is the
investment adviser to SF, SARF and such certain other accounts.
Berkshire Partners Holdings LLC ("BPH") is the general partner of
BPSP, L.P. ("BPSP"), which is the managing member of BP and
SP. |
| (2) |
(continued from Footnote 1)
The Reporting Person is a managing member of BPH, BPSP, BP, SP, 9BA
and SA. By virtue of the relationships described in the preceding
sentences, the Reporting Person may be deemed to share beneficial
ownership with respect to the shares of common stock held by BF IX,
BF IX-A, SF, SARF and such other accounts. The Reporting Person
disclaims beneficial ownership of such shares, except to the extent
of his pecuniary interest therein, and the inclusion of these
securities in this report shall not be deemed an admission of
beneficial ownership of the reported securities for purposes of
Section 16 or for any other purpose. |
| (3) |
Represents shares held by
Berkshire Investors III LLC ("BI III"). The Reporting Person is a
managing member of BI III. By virtue of the relationship described
in the preceding sentence, the Reporting Person may be deemed to
share beneficial ownership with respect to the shares of common
stock held by BI III. The Reporting Person disclaims beneficial
ownership of the shares held by BI III, except to the extent of his
pecuniary interest therein, and the inclusion of these securities
in this report shall not be deemed an admission of beneficial
ownership of the reported securities for purposes of Section 16 or
for any other purpose. |
| (4) |
Represents shares held by
Berkshire Investors IV LLC ("BI IV"). The Reporting Person is a
managing member of BI IV. By virtue of the relationship described
in the preceding sentence, the Reporting Person may be deemed to
share beneficial ownership with respect to the shares of common
stock held by BI IV. The Reporting Person disclaims beneficial
ownership of the shares held by BI IV, except to the extent of his
pecuniary interest therein, and the inclusion of these securities
in this report shall not be deemed an admission of beneficial
ownership of the reported securities for purposes of Section 16 or
for any other purpose. |
Reporting
Owners
|
|
Reporting Owner Name / Address |
Relationships
|
|
Director |
10% Owner |
Officer |
Other |
Seetharam Anil
200 CLARENDON STREET
FLOOR 35
BOSTON, MA 02116 |
X |
|
|
|
Signatures
|
|
/s/ Anil Seetharam |
|
11/15/2021 |
| **Signature of
Reporting Person |
Date |
Advanced Drainage Systems (NYSE:WMS)
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