SEC Form 4 · accession 0000899243-18-011191

UNIVERSAL HEALTH SERVICES INC · UHS

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Marc D Miller

Officer — President · Director

Period of report

Apr 30, 2018

Accepted (ET)

May 2, 2018 · 8:50 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	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	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	100,000	$0.00	A	200,000	I	MDM 2014 LLC
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^F12	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	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^F12	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	31,564	$0.00	D	31,319	I	MS 2014 LLC held by The Marni Spencer 2017 GRAT
Class B Common Stock	Apr 30, 2018	J	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	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	A	51,933	I	The MS 2014 LLC held by Marni Spencer 2018 GRAT
Class B Common Stock	holding	—	—		—	112,615	D
Class B Common Stock^F6	holding	—	—		—	55,763	I	The Abby Miller King 2011 Family Trust
Class B Common Stock^F6	holding	—	—		—	59,900	I	The Marc Daniel Miller 2011 Family Trust
Class B Common Stock^F6	holding	—	—		—	55,763	I	The Marni Spencer 2011 Family Trust
Class B Common Stock^F11	holding	—	—		—	43,247	I	The Abby Danielle Miller 2002 Trust
Class B Common Stock^F11	holding	—	—		—	44,110	I	The Marc Daniel Miller 2002 Trust
Class B Common Stock^F11	holding	—	—		—	43,247	I	The Marni Spencer 2002 Trust

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 Stock^F1,F7,F8	—	Apr 30, 2018	J	22,259	D	—	—	Class B Common Stock	22,259	0	I
Class A Common Stock^F1,F7,F8	—	Apr 30, 2018	J	33,388	D	—	—	Class B Common Stock	33,388	0	I
Class A Common Stock^F1,F7,F8	—	Apr 30, 2018	J	22,259	D	—	—	Class B Common Stock	22,259	0	I
Class A Common Stock^F1,F7,F8	—	Apr 30, 2018	J	1,890	A	—	—	Class B Common Stock	1,890	16,748	I
Class A Common Stock^F12,F1,F7,F8	—	Apr 30, 2018	J	2,835	A	—	—	Class B Common Stock	2,835	18,005	I
Class A Common Stock^F1,F7,F8	—	Apr 30, 2018	J	1,890	A	—	—	Class B Common Stock	1,890	16,748	I
Class A Common Stock^F1,F7,F8	—	Apr 30, 2018	J	31,564	D	—	—	Class B Common Stock	31,564	31,319	I
Class A Common Stock^F12,F1,F7,F8	—	Apr 30, 2018	J	47,343	D	—	—	Class B Common Stock	47,343	33,671	I
Class A Common Stock^F1,F7,F8	—	Apr 30, 2018	J	31,564	D	—	—	Class B Common Stock	31,564	31,319	I
Class A Common Stock^F1,F7,F8	—	Apr 30, 2018	J	51,933	A	—	—	Class B Common Stock	51,933	51,933	I
Class A Common Stock^F1,F7,F8	—	Apr 30, 2018	J	98,324	A	—	—	Class B Common Stock	98,324	98,324	I
Class A Common Stock^F1,F7,F8	—	Apr 30, 2018	J	51,933	A	—	—	Class B Common Stock	51,933	51,933	I
Class A Common Stock^F9,F1,F7,F8	—	holding	—	—	—	—	—	Class B Common Stock	532,194	532,194	I
Class A Common Stock^F10,F1,F7,F8	—	holding	—	—	—	—	—	Class B Common Stock	118,900	118,900	I
Class A Common Stock^F10,F1,F7,F8	—	holding	—	—	—	—	—	Class B Common Stock	118,900	118,900	I
Class A Common Stock^F11,F1,F7,F8	—	holding	—	—	—	—	—	Class B Common Stock	160,563	160,563	I
Class A Common Stock^F11,F1,F7,F8	—	holding	—	—	—	—	—	Class B Common Stock	200,695	200,695	I
Class A Common Stock^F11,F1,F7,F8	—	holding	—	—	—	—	—	Class B Common Stock	160,563	160,563	I

Explanation of responses

F1The Class A Common Stock is convertible into Class B Common Stock on a share for share basis.
F10The reporting person is a trustee of each of The Abby Miller King Family 2012 Trust and The Marni Spencer Family 2012 Trust and has sole voting power with respect to these shares. The reporting person disclaims beneficial ownership of the shares of Class A Common Stock held by The Abby Miller King Family 2012 Trust and The Marni Spencer Family 2012 Trust.
F11The reporting person is a trustee of each of The Abby Danielle Miller 2002 Trust, The Marc Daniel Miller 2002 Trust and The Marni Spencer 2002 Trust but disclaims beneficial ownership of the shares of Class A Common Stock held by The Abby Danielle Miller 2002 Trust and The Marni Spencer 2002 Trust.
F12The 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 2002 Trust, respectively.
F13On 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.
F2On 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 20.36904% interest of MS 2014 LLC to Alan B. Miller. 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.
F3(Continued from Footnote 2) All of the distributions hereinbefore described were made pursuant to the terms of the Trust Agreement creating each 2015 GRAT. Each 2015 GRAT has now terminated. The shares reflected represent the amount of shares held by each LLC as represented by the percentage LLC interests distributed. The reporting person is a trustee of each GRAT and each 2002 Trust and is a special manager of each LLC but disclaims beneficial interest in each GRAT and each 2002 Trust other than The Marc Daniel Miller 2015 GRAT and The Marc Daniel Miller 2002 Trust, and each LLC other than MDM 2014 LLC.
F4On 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. The reporting person is a trustee of each GRAT and a special manager of each LLC but disclaims beneficial interest in each GRAT and each other than the Marc Daniel Miller 2017 GRAT and each LLC other than MDM 2014 LLC.
F5On April 30, 2018, Alan B. Miller contributed a 65.548664% 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. The reporting person is a trustee of each GRAT and a special manager of each LLC but disclaims beneficial interest in each GRAT other than the Marc Daniel Miller 2018 GRAT and each LLC other than the MDM 2014 LLC.
F6The reporting person is a trustee of each of the 2011 Family Trusts for the benefit of Alan B. Miller's three children and has sole voting power with respect to these shares. The reporting person disclaims beneficial ownership of the shares of Class A Common Stock held by The Abby Miller King 2011 Family Trust and The Marni Spencer 2011 Family Trust.
F7Immediately
F8Not Applicable
F9The reporting person is the sole manager of the A. Miller Family, LLC and during his tenure as such, has voting and dispositive power with respect to the Class A Common Stock held by the A. Miller Family, LLC. The reporting person disclaims beneficial ownership of the shares of Class A Common Stock held by the A. Miller Family, LLC except to the extent of his pecuniary interest therein.