FORM 4 [X] 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
                                                                                  
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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 * Berkshire Partners Holdings LLC 2. Issuer Name and Ticker or Trading Symbol ADVANCED DRAINAGE SYSTEMS, INC. [ WMS ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)_____ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)         (First)         (Middle)
200 CLARENDON STREET, 35TH FLOOR, 
3. Date of Earliest Transaction (MM/DD/YYYY)
12/14/2021
(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) ___ Form filed by One Reporting Person
_ X _ 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  12/14/2021    S    729770  D $125.25  6367265  I  See Footnote (1)(2)
Common Stock  12/14/2021    S    10114  D $125.25  63995  D (3)  
Common Stock  12/14/2021    S    10116  D $125.25  62107  D (4)  

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 that may be deemed to be indirectly beneficially owned by Berkshire Partners Holdings LLC ("BPH"), BPSP, L.P. ("BPSP"), Stockbridge Partners LLC ("SP") and Berkshire Partners LLC ("BP"). Berkshire Fund IX, L.P. ("BF IX") holds 2,718,554 shares of the Issuer's common stock, and Berkshire Fund IX-A, L.P. ("BF IX-A") holds 1,113,650 shares of the Issuer's common stock. Ninth Berkshire Associates LLC ("9BA") is the general partner of BF IX and BF IX-A. Stockbridge Fund, L.P. (f/k/a Stockbridge Special Situations Fund, L.P.) ("SF") holds 2,256,521 shares of the Issuer's common stock, Stockbridge Absolute Return Fund, L.P. ("SARF") holds 6,154 shares of the Issuer's common stock, and SP holds 272,386 shares of the Issuer's common stock on behalf of certain other accounts. Stockbridge Associates LLC ("SA") is the general partner of SF and SARF.
(2)  (Continued from Footnote 1) BPH is the general partner of BPSP, which is the managing member of each of SP, the registered investment adviser of SF, SARF and certain other accounts holding shares of the Issuer, and BP, the registered investment adviser of BF IX and BF IX-A. As the managing member of SP and BP, BPSP may be deemed to beneficially own shares of common stock that are beneficially owned by SP and BP. As the general partner of BPSP, BPH may be deemed to beneficially own shares of common stock that are beneficially owned by BPSP. BPH, BPSP, BP, SP, 9BA and SA are under common control and may be deemed to be, but do not admit to being, a group for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act"). Each of BPH, BPSP, BP, SP, 9BA and SA disclaims beneficial ownership of any securities except to the extent of its pecuniary interest therein.
(3)  Represents shares held directly by Berkshire Investors III LLC. Berkshire Investors III LLC may be deemed to be, but does not admit to being, a member of a group holding over 10% of the outstanding common stock of the Issuer for purposes of Section 13(d)(3) of the Act.
(4)  Represents shares held directly by Berkshire Investors IV LLC. Berkshire Investors IV LLC may be deemed to be, but does not admit to being, a member of a group holding over 10% of the outstanding common stock of the Issuer for purposes of Section 13(d)(3) of the Act.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Berkshire Partners Holdings LLC
200 CLARENDON STREET, 35TH FLOOR
BOSTON, MA 02116

X

BPSP, L.P.
200 CLARENDON STREET, 35TH FLOOR
BOSTON, MA 02116

X

Berkshire Partners LLC
200 CLARENDON STREET, 35TH FLOOR
BOSTON, MA 02116

X

Stockbridge Partners LLC
200 CLARENDON STREET
35TH FLOOR
BOSTON, MA 02116

X

Berkshire Fund IX, L.P.
C/O NINTH BERKSHIRE ASSOCIATES LLC
200 CLARENDON STREET
BOSTON, MA 02116

X

Berkshire Fund IX-A, L.P.
C/O NINTH BERKSHIRE ASSOCIATES LLC
200 CLARENDON STREET
BOSTON, MA 02116

X

Stockbridge Fund, L.P.
200 CLARENDON STREET
BOSTON, MA 02116

X

Stockbridge Absolute Return Fund, L.P.
200 CLARENDON STREET
35TH FLOOR
BOSTON, MA 02116

X

Berkshire Investors III LLC
200 CLARENDON STREET, 35TH FLOOR
BOSTON, MA 02116

X

Berkshire Investors IV LLC
200 CLARENDON STREET
35TH FLOOR
BOSTON, MA 02116

X


Signatures
/s/ Kenneth S. Bring, Managing Director of Berkshire Partners Holdings LLC 12/16/2021
**Signature of Reporting Person Date
/s/ Kenneth S. Bring, Managing Director of Berkshire Partners Holdings LLC, the general partner of BPSP, L.P. 12/16/2021
**Signature of Reporting Person Date
/s/ Kenneth S. Bring, Managing Director of BPSP, L.P., the managing member of Berkshire Partners LLC, and Managing Director of Berkshire Partners Holdings LLC, the general partner of BPSP, L.P. 12/16/2021
**Signature of Reporting Person Date
/s/ Kenneth S. Bring, Managing Director of BPSP, L.P., the managing member of Stockbridge Partners LLC, and Managing Director of Berkshire Partners Holdings LLC, the general partner of BPSP, L.P. 12/16/2021
**Signature of Reporting Person Date
/s/ Kenneth S. Bring, Managing Director of Ninth Berkshire Associates LLC, the general partner of Berkshire Fund IX, L.P. 12/16/2021
**Signature of Reporting Person Date
/s/ Kenneth S. Bring, Managing Director of Ninth Berkshire Associates LLC, the general partner of Berkshire Fund IX-A, L.P. 12/16/2021
**Signature of Reporting Person Date
/s/ Kenneth S. Bring, Managing Director of Stockbridge Associates LLC, the general partner of Stockbridge Fund, L.P. 12/16/2021
**Signature of Reporting Person Date
/s/ Kenneth S. Bring, Managing Director of Stockbridge Associates LLC, the general partner of Stockbridge Absolute Return Fund, L.P. 12/16/2021
**Signature of Reporting Person Date
/s/ Kenneth S. Bring, Managing Director of Berkshire Investors III LLC 12/16/2021
**Signature of Reporting Person Date
/s/ Kenneth S. Bring, Managing Director of Berkshire Investors IV LLC 12/16/2021
**Signature of Reporting Person Date
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