SEC Form 4 · accession 0000899243-18-011182
UNIVERSAL HEALTH SERVICES INC · UHS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Alan B Miller
Officer — Chairman and CEO · Director · 10% Owner
Period of report
Apr 30, 2018
Accepted (ET)
May 2, 2018 · 8:00 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000352915
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class B Common Stock | Apr 30, 2018 | J | 22,259 | $0.00 | D | 0 | I | AMK 2014 LLC held by The Abby Miller King 2015 GRAT |
| Class B Common Stock | Apr 30, 2018 | J | 20,369 | $0.00 | A | 1,125,432 | D | |
| Class B Common Stock | Apr 30, 2018 | J | 1,890 | $0.00 | A | 16,748 | I | AMK 2014 LLC held by The Abby Danielle Miller 2002 Trust |
| Class B Common Stock | Apr 30, 2018 | J | 22,259 | $0.00 | D | 0 | I | MDM 2014 LLC held by The Marc Daniel Miller 2015 GRAT |
| Class B Common Stock | Apr 30, 2018 | J | 20,369 | $0.00 | A | 1,145,801 | D | |
| Class B Common StockF8 | Apr 30, 2018 | J | 1,890 | $0.00 | A | 24,007 | I | MDM 2014 LLC held by The Marc Daniel Miller 2002 Trust |
| Class B Common Stock | Apr 30, 2018 | J | 22,259 | $0.00 | D | 0 | I | MS 2014 LLC held by The Marni Spencer 2015 GRAT |
| Class B Common Stock | Apr 30, 2018 | J | 20,369 | $0.00 | A | 1,166,170 | D | |
| Class B Common Stock | Apr 30, 2018 | J | 1,890 | $0.00 | A | 16,748 | I | MS 2014 LLC held by The Marni Spencer 2002 Trust |
| Class B Common Stock | Apr 30, 2018 | J | 31,564 | $0.00 | D | 31,319 | I | AMK 2014 LLC held by The Abby Miller King 2017 GRAT |
| Class B Common Stock | Apr 30, 2018 | J | 31,564 | $0.00 | A | 1,197,734 | D | |
| Class B Common StockF8 | Apr 30, 2018 | J | 31,562 | $0.00 | D | 44,896 | I | MDM 2014 LLC held by The Marc Daniel Miller 2017 GRAT |
| Class B Common Stock | Apr 30, 2018 | J | 31,562 | $0.00 | A | 1,229,296 | D | |
| Class B Common Stock | Apr 30, 2018 | J | 31,564 | $0.00 | D | 31,319 | I | MS 2014 LLC held by The Marni Spencer 2017 GRAT |
| Class B Common Stock | Apr 30, 2018 | J | 31,564 | $0.00 | A | 1,260,860 | D | |
| Class B Common Stock | Apr 30, 2018 | J | 51,933 | $0.00 | D | 1,208,927 | D | |
| Class B Common Stock | Apr 30, 2018 | J | 51,933 | $0.00 | A | 51,933 | I | AMK 2014 LLC held by The Abby Miller King 2018 GRAT |
| Class B Common Stock | Apr 30, 2018 | J | 51,931 | $0.00 | D | 1,156,996 | D | |
| Class B Common Stock | Apr 30, 2018 | J | 100,000 | $114.49 | D | 1,056,996 | D | |
| Class B Common Stock | Apr 30, 2018 | J | 100,000 | $114.49 | A | 200,000 | I | MDM 2014 LLC |
| Class B Common Stock | Apr 30, 2018 | J | 131,097 | $0.00 | A | 131,097 | I | MDM 2014 LLC held by The Marc Daniel Miller 2018 GRAT |
| Class B Common Stock | Apr 30, 2018 | J | 51,933 | $0.00 | D | 1,005,063 | D | |
| Class B Common Stock | Apr 30, 2018 | J | 51,933 | $0.00 | A | 51,933 | I | MS 2014 LLC held by The Marni Spencer 2018 GRAT |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class A Common StockF4,F6,F7 | — | Apr 30, 2018 | J | 22,259 | D | — | — | Class B Common Stock | 22,259 | 0 | I |
| Class A Common StockF4,F6,F7 | — | Apr 30, 2018 | J | 20,369 | A | — | — | Class B Common Stock | 20,369 | 4,175,624 | D |
| Class A Common StockF1,F2,F6,F7 | — | Apr 30, 2018 | J | 1,890 | A | — | — | Class B Common Stock | 1,890 | 16,748 | I |
| Class A Common StockF4,F6,F7 | — | Apr 30, 2018 | J | 33,388 | D | — | — | Class B Common Stock | 33,388 | 0 | I |
| Class A Common StockF4,F6,F7 | — | Apr 30, 2018 | J | 30,553 | A | — | — | Class B Common Stock | 30,553 | 4,206,177 | D |
| Class A Common StockF8,F1,F2,F6,F7 | — | Apr 30, 2018 | J | 2,835 | A | — | — | Class B Common Stock | 2,835 | 18,005 | I |
| Class A Common StockF4,F6,F7 | — | Apr 30, 2018 | J | 22,259 | D | — | — | Class B Common Stock | 22,259 | 0 | I |
| Class A Common StockF5,F6,F7 | — | Apr 30, 2018 | J | 20,369 | A | — | — | Class B Common Stock | 20,369 | 4,226,546 | D |
| Class A Common StockF1,F2,F6,F7 | — | Apr 30, 2018 | J | 1,890 | A | — | — | Class B Common Stock | 1,890 | 16,748 | I |
| Class A Common StockF5,F6,F7 | — | Apr 30, 2018 | J | 31,564 | D | — | — | Class B Common Stock | 31,564 | 31,320 | I |
| Class A Common StockF5,F6,F7 | — | Apr 30, 2018 | J | 31,564 | A | — | — | Class B Common Stock | 31,564 | 4,258,110 | D |
| Class A Common StockF8,F5,F6,F7 | — | Apr 30, 2018 | J | 47,343 | D | — | — | Class B Common Stock | 47,343 | 33,671 | I |
| Class A Common StockF5,F6,F7 | — | Apr 30, 2018 | J | 47,343 | A | — | — | Class B Common Stock | 47,343 | 4,305,453 | D |
| Class A Common StockF5,F6,F7 | — | Apr 30, 2018 | J | 31,564 | D | — | — | Class B Common Stock | 31,564 | 31,320 | I |
| Class A Common StockF5,F6,F7 | — | Apr 30, 2018 | J | 31,564 | A | — | — | Class B Common Stock | 31,564 | 4,337,017 | D |
| Class A Common StockF5,F6,F7 | — | Apr 30, 2018 | J | 51,933 | D | — | — | Class B Common Stock | 51,933 | 4,285,084 | D |
| Class A Common StockF5,F6,F7 | — | Apr 30, 2018 | J | 51,933 | A | — | — | Class B Common Stock | 51,933 | 51,933 | I |
| Class A Common StockF5,F6,F7 | — | Apr 30, 2018 | J | 77,896 | D | — | — | Class B Common Stock | 77,896 | 4,207,188 | D |
| Class A Common StockF5,F6,F7 | — | Apr 30, 2018 | J | 98,324 | A | — | — | Class B Common Stock | 98,324 | 98,324 | I |
| Class A Common StockF5,F6,F7 | — | Apr 30, 2018 | J | 51,933 | D | — | — | Class B Common Stock | 51,933 | 4,155,255 | D |
| Class A Common StockF5,F6,F7 | — | Apr 30, 2018 | J | 51,933 | A | — | — | Class B Common Stock | 51,933 | 51,933 | I |
| Class A Common StockF5,F6,F7 | — | holding | — | — | — | — | — | Class B Common Stock | 400,000 | 400,000 | I |
| Class A Common StockF5,F6,F7 | — | holding | — | — | — | — | — | Class B Common Stock | 258,630 | 258,630 | I |
Explanation of responses
- F1On April 30, 2018, The Marc Daniel Miller 2015 GRAT distributed a 20.36850% interest in MDM 2014 LLC to Alan B. Miller, The Abby Miller King 2015 GRAT distributed a 20.36904% interest in AMK 2014 LLC to Alan B. Miller and The Marni Spencer 2015 GRAT distributed a 20.369.04% interest of MS 2014 LLC to Alan B. Miller The shares reflected represent the amount of shares held by each LLC as represented by the percentage LLC interests distributed. Mr. Miller's pecuniary interest in these shares is unchanged. In addition, The Marc Daniel Miller 2015 GRAT distributed a 1.89002% interest in MDM 2014 LLC to The Marc Daniel Miller 2002 Trust, The Abby Miller King 2015 GRAT distributed a 1,88952% interest in AMK 2014 LLC to The Abby Danielle Miller 2002 Trust and The Marni Spencer 2015 GRAT distributed a 1.88952% interest in MS 2014 LLC to The Marni Spencer 2002 Trust.
- F2(Continued From footnote 1) All distributions hereinbefore described were made pursuant to the terms of the Trust Agreement creating each 2015 GRAT. Each 2015 GRAT has now terminated.
- F3On April 30, 2018, The Marc Daniel Miller 2017 GRAT distributed a 31.56209% interest in MDM 2014 LLC to Alan B. Miller, The Abby Miller King 2017 GRAT distributed a 31.56356% interest in AMK 2014 LLC to Alan B. Miller and The Marni Spencer 2017 GRAT distributed a 31.56356% interest in MS 2014 LLC to Alan B. Miller (the distributions were made pursuant to the terms of the Trust Agreement creating each 2017 GRAT). The shares reflected represent the amount of shares held by each LLC as represented by the percentage LLC interests distributed. Mr. Miller's pecuniary interest in these shares is unchanged.
- F4On April 30, 2018, Alan B. Miller contributed a 65.54866% interest in MDM 2014 LLC to The Marc Daniel Miller 2018 GRAT, a 51.93260% interest in AMK 2014 LLC to The Abby Miller King 2018 GRAT and a 51.93260% interest in MS 2014 LLC to The Marni Spencer 2018 GRAT. The shares reflected represent the amount of shares held by each LLC as represented by the percentage LLC interests contributed. Mr. Miller's pecuniary interest in these shares is unchanged.
- F5The Class A Common Stock is convertible into Class B Common Stock on a share for share basis.
- F6Immediately
- F7Not Applicable
- F8The percentage interest in the 2014 MDM LLC, owned by the Marc Daniel Miller 2017 GRAT and the Marc Daniel Miller 2002 Trust was reduced and the interest of Alan B. Miller was increased as a result of the contribution of an additional 100,000 shares of Class B Common Stock to the MDM 2014 LLC by Alan B. Miller. The shares reflected represent the amount of shares represented by the LLC interest held by the Marc Daniel Miller 2017 GRAT and the Marc Daniel Miller 2002 Trust, respectively.
- F9On April 30, 2018 Alan B. Miller contributed 100,000 Class B Shares to the MDM 2014 LLC. Marc Miller is the special manager of the MDM 2014 LLC.