SEC Form 4 · accession 0000919574-17-005768
ADVANCED DRAINAGE SYSTEMS, INC. · WMS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Berkshire Partners LLC
10% Owner
Stockbridge Fund, L.P.
10% Owner
Stockbridge Partners LLC
10% Owner
Berkshire Investors III LLC
10% Owner
Berkshire Investors IV LLC
10% Owner
Berkshire Partners Holdings LLC
10% Owner
BPSP, L.P.
10% Owner
Berkshire Fund IX, L.P.
10% Owner
Berkshire Fund IX-A, L.P.
10% Owner
Period of report
Aug 3, 2017
Accepted (ET)
Aug 7, 2017 · 8:03 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001604028
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF5,F1,F2 | Aug 3, 2017 | P | 1,157,258 | $19.1927 | A | 6,654,056 | I | See Footnotes |
| Common StockF5,F3 | Aug 3, 2017 | P | 17,188 | $19.1927 | A | 54,041 | D | |
| Common StockF5,F4 | Aug 3, 2017 | P | 17,645 | $19.1927 | A | 51,476 | D | |
| Common StockF6,F1,F2 | Aug 4, 2017 | P | 65,888 | $19.5758 | A | 6,719,944 | I | See Footnotes |
| Common StockF6,F3 | Aug 4, 2017 | P | 498 | $19.5758 | A | 54,539 | D | |
| Common StockF6,F4 | Aug 4, 2017 | P | 514 | $19.5758 | A | 51,990 | D | |
| Common StockF7,F1,F2 | Aug 7, 2017 | P | 111,841 | $20.3348 | A | 6,831,785 | I | See Footnotes |
| Common StockF7,F3 | Aug 7, 2017 | P | 1,438 | $20.3348 | A | 55,977 | D | |
| Common StockF7,F4 | Aug 7, 2017 | P | 1,486 | $20.3348 | A | 53,476 | D | |
| Common StockF8,F1,F2 | Aug 7, 2017 | P | 2,019,728 | $20.9985 | A | 8,851,513 | I | See Footnotes |
| Common StockF8,F3 | Aug 7, 2017 | P | 25,969 | $20.9985 | A | 81,946 | D | |
| Common StockF8,F4 | Aug 7, 2017 | P | 26,840 | $20.9985 | A | 80,316 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents 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 3,614,444 shares of the Issuer's common stock, and Berkshire Fund IX-A, L.P. ("BF IX-A") holds 1,480,649 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 3,019,087 shares of the Issuer's common stock, Stockbridge Absolute Return Fund, L.P. ("SARF") holds 9,199 shares of the Issuer's common stock and SP holds 728,134 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.
- F2(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.
- F3Represents 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.
- F4Represents 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.
- F5The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions within the range of $18.9000 to $19.8500. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.
- F6The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions within the range of $19.4500 to $20.0000. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.
- F7The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions within the range of $19.8500 to $20.8499. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.
- F8The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions within the range of $20.8500 to $21.0000. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.