SEC Form 4 · accession 0000899243-17-029059
Acadia Healthcare Company, Inc. · ACHC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Reeve B Waud
Director
Period of report
Dec 15, 2017
Accepted (ET)
Dec 18, 2017 · 5:32 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001520697
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.01 per shareF1,F2,F3,F4,F8 | Dec 15, 2017 | S | 100,000 | $31.797 | D | 1,097,606 | I | See Footnotes |
| Common Stock, par value $0.01 per shareF5,F6,F7,F8 | Dec 15, 2017 | G | 795,667 | $0.00 | D | 1,093,628 | I | See Footnotes |
| Common Stock, par value $0.01 per shareF9 | holding | — | — | — | 10,088 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents shares sold under Rule 144 by the Halcyon Exempt Family Trust (the "Halcyon Trust").
- F2The price reported in column 4 is a weighted average price. The shares were sold in multiple transactions under Rule 144 at prices ranging from $31.57 to $32.16, inclusive. The reporting person undertakes to provide to Acadia Healthcare Company, Inc., any security holder of Acadia Healthcare Company, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.
- F3The reported shares were owned of record as follows: (i) 231,113 shares by the Halcyon Trust, (ii) 33,333 shares by Melissa W. Waud, Mr. Waud's wife, (iii) 37,493 shares by Waud Capital Partners, L.L.C. ("WCP LLC"), and (iv) 795,667 by Crystal Cove LP.
- F4Mr. Waud may be deemed to beneficially own the shares of common stock reported herein by virtue of (A) his being the investment advisor of the Halcyon Trust of which Mr. Waud's children are beneficiaries, (B) his being married to Ms. Waud, (C) his being the sole manager of WCP LLC and (D) his being the general partner of Crystal Cove LP.
- F5Represents a pro rata distribution of shares by Crystal Cove LP to its limited partners for no consideration : (i) 3,978 shares to Mr. Waud, (ii) 424,799 to the Reeve B. Waud 2011 Family Trust (the "2011 Family Trust"), (iii) 183,445 shares to the Reeve B. Waud Jr. 2012 Family Trust (the "2012 RBW Jr Family Trust"), and (iv) 183,445 shares to the Cecily R.M. Waud 2012 Family Trust (the "2012 CRMW Family Trust"). The limited partners acquired their indirect interest in the shares held by Crystal Cove LP as a result of gifts from Mr. Waud and certain affiliated family trusts. Mr. Waud may be deemed to retain an indirect beneficial ownership in all of the shares distributed by Crystal Cove LP (other than shares distributed to him personally) by virtue of the relationships described in Footnote (7).
- F6The shares are owned of record as follows: (i) 231,113 shares by the Halcyon Trust, (ii) 33,333 shares by Melissa W. Waud, Mr. Waud's wife, (iii) 37,493 shares by WCP LLC, (iv) 424,799 shares by the 2011 Family Trust, (v) 183,445 shares by the 2012 RBW Jr Family Trust, and (vi) 183,445 shares by the 2012 CRMW Family Trust.
- F7Mr. Waud may be deemed to beneficially own the shares of common stock reported herein by virtue of (A) his being the investment advisor of the Halcyon Trust and of the 2011 Family Trust of which Mr. Waud's children are beneficiaries, (B) his being married to Ms. Waud, (C) his being the sole manager of WCP LLC, and (D) his being the investment advisor of the 2012 RBW Jr Family Trust and the 2012 CRMW Family Trust of which Mr. Waud's grandchildren are beneficiaries.
- F8Mr. Waud expressly disclaims beneficial ownership of the reported shares except to the extent of his pecuniary interest therein.
- F9Includes 3,978 shares received in the pro rata distribution from Crystal Cove LP. A portion of the shares held by Mr. Waud of record are held for the benefit of WCP LLC.