Miller Marc D Form 4 UNIVERSAL HEALTH SERVICES / Marc D Miller ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Miller Marc D

(Last)

(First)

(Middle)

UNIVERSAL HEALTH SERVICES, INC.

367 SOUTH GULPH ROAD

(Street)

KING OF PRUSSIA

19406

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
UNIVERSAL HEALTH SERVICES INC [ UHS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
10/27/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	10/27/2021		J⁽¹⁾		51,578	D	$0	78,794	I	MDM 2014 LLC as held by The Marc Daniel Miller 2020 GRAT
Class B Common Stock	10/27/2021		J⁽¹⁾		51,578	A	$0	97,199	I	MDM 2014 LLC as held by Alan B. Miller
Class B Common Stock	10/27/2021		J⁽²⁾		23,382	D	$0	35,690	I	MS 2014 LLC as held by The Marni Spencer 2020 GRAT
Class B Common Stock	10/27/2021		J⁽²⁾		23,382	A	$0	47,562	I	MS 2014 LLC as held by Alan B. Miller
Class B Common Stock	10/27/2021		J⁽³⁾		23,382	D	$0	35,690	I	AMK 2014 LLC held by the Abby Miller King 2020 GRAT
Class B Common Stock	10/27/2021		J⁽³⁾		23,382	A	$0	47,562	I	AMK 2014 LLC as held by Alan B. Miller
Class B Common Stock	10/28/2021		J⁽⁴⁾		78,794	D	$126.17	0	I	MDM 2014 LLC as held by The Marc Daniel Miller 2020 GRAT
Class B Common Stock	10/28/2021		J⁽⁴⁾		78,794	A	$126.17	175,993	I	MDM 2014 LLC as held by Alan B. Miller
Class B Common Stock	10/28/2021		J⁽⁵⁾		35,690	D	$126.17	0	I	MS 2014 LLC as held by The Marni Spencer 2020 GRAT
Class B Common Stock	10/28/2021		J⁽⁵⁾		35,690	A	$126.17	83,252	I	MS 2014 LLC as held by Alan B. Miller
Class B Common Stock	10/28/2021		J⁽⁶⁾		35,690	D	$126.17	0	I	AMK 2014 LLC held by the Abby Miller King 2020 GRAT
Class B Common Stock	10/28/2021		J⁽⁶⁾		35,690	A	$126.17	83,252	I	AMK 2014 LLC as held by Alan B. Miller
Class B Common Stock								145,901	D
Class B Common Stock								16,748	I	AMK 2014 LLC held by The Abby Danielle Miller 2002 Trust
Class B Common Stock								24,007	I	MDM 2014 LLC held by The Marc Daniel Miller 2002 Trust
Class B Common Stock								16,748	I	MS 2014 LLC held by The Marni Spencer 2002 Trust
Class B Common Stock								22,815	I	The Abby Danielle Miller 2002 Trust
Class B Common Stock								55,763	I	The Abby Miller King 2011 Family Trust
Class B Common Stock								44,110	I	The Marc Daniel Miller 2002 Trust
Class B Common Stock								59,900	I	The Marc Daniel Miller 2011 Family Trust
Class B Common Stock								43,247	I	The Marni Spencer 2002 Trust
Class B Common Stock								55,763	I	The Marni Spencer 2011 Family Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	⁽⁷⁾	10/27/2021		J⁽¹⁾			38,684	⁽⁸⁾	⁽⁹⁾	Class B Common Stock	38,684	$0	59,095	I	MDM 2014 LLC as held by The Marc Daniel Miller 2020 GRAT
Class A Common Stock	⁽⁷⁾	10/27/2021		J⁽¹⁾		38,684		⁽⁸⁾	⁽⁹⁾	Class B Common Stock	38,684	$0	72,900	I	MDM 2014 LLC as held by Alan B. Miller
Class A Common Stock	⁽⁷⁾	10/27/2021		J⁽²⁾			23,382	⁽⁸⁾	⁽⁹⁾	Class B Common Stock	23,382	$0	35,690	I	MS 2014 LLC as held by The Marni Spencer 2020 GRAT
Class A Common Stock	⁽⁷⁾	10/27/2021		J⁽²⁾		23,382		⁽⁸⁾	⁽⁹⁾	Class B Common Stock	23,382	$0	47,562	I	MS 2014 LLC as held by Alan B. Miller
Class A Common Stock	⁽⁷⁾	10/27/2021		J⁽³⁾			23,382	⁽⁸⁾	⁽⁹⁾	Class B Common Stock	23,382	$0	35,690	I	AMK 2014 LLC held by the Abby Miller King 2020 GRAT
Class A Common Stock	⁽⁷⁾	10/27/2021		J⁽³⁾		23,382		⁽⁸⁾	⁽⁹⁾	Class B Common Stock	23,382	$0	47,562	I	AMK 2014 LLC as held by Alan B. Miller
Class A Common Stock	⁽⁷⁾	10/28/2021		J⁽⁴⁾			59,095	⁽⁸⁾	⁽⁹⁾	Class B Common Stock	59,095	$126.17	0	I	MDM 2014 LLC as held by The Marc Daniel Miller 2020 GRAT
Class A Common Stock	⁽⁷⁾	10/28/2021		J⁽⁴⁾		59,095		⁽⁸⁾	⁽⁹⁾	Class B Common Stock	59,095	$126.17	131,995	I	MDM 2014 LLC as held by Alan B. Miller
Class A Common Stock	⁽⁷⁾	10/28/2021		J⁽⁵⁾			35,690	⁽⁸⁾	⁽⁹⁾	Class B Common Stock	35,690	$126.17	0	I	MS 2014 LLC as held by The Marni Spencer 2020 GRAT
Class A Common Stock	⁽⁷⁾	10/28/2021		J⁽⁵⁾		35,690		⁽⁸⁾	⁽⁹⁾	Class B Common Stock	35,690	$126.17	83,252	I	MS 2014 LLC as held by Alan B. Miller
Class A Common Stock	⁽⁷⁾	10/28/2021		J⁽⁶⁾			35,690	⁽⁸⁾	⁽⁹⁾	Class B Common Stock	35,690	$126.17	0	I	AMK 2014 LLC held by the Abby Miller King 2020 GRAT
Class A Common Stock	⁽⁷⁾	10/28/2021		J⁽⁶⁾		35,690		⁽⁸⁾	⁽⁹⁾	Class B Common Stock	35,690	$126.17	83,252	I	AMK 2014 LLC as held by Alan B. Miller
Class A Common Stock	⁽⁷⁾							⁽⁸⁾	⁽⁹⁾	Class B Common Stock	99,063		99,063	I	The Marni Spencer 2002 Trust
Class A Common Stock	⁽⁷⁾							⁽⁸⁾	⁽⁹⁾	Class B Common Stock	139,195		139,195	I	The Marc Daniel Miller 2002 Trust
Class A Common Stock	⁽⁷⁾							⁽⁸⁾	⁽⁹⁾	Class B Common Stock	99,063		99,063	I	The Abby Danielle Miller 2002 Trust
Class A Common Stock	⁽⁷⁾							⁽⁸⁾	⁽⁹⁾	Class B Common Stock	16,748		16,748	I	MS 2014 LLC held by The Marni Spencer 2002 Trust
Class A Common Stock	⁽⁷⁾							⁽⁸⁾	⁽⁹⁾	Class B Common Stock	18,005		18,005	I	MDM 2014 LLC held by The Marc Daniel Miller 2002 Trust
Class A Common Stock	⁽⁷⁾							⁽⁸⁾	⁽⁹⁾	Class B Common Stock	118,900		118,900	I	By The Marni Spencer Family 2012 Trust
Class A Common Stock	⁽⁷⁾							⁽⁸⁾	⁽⁹⁾	Class B Common Stock	61,500		61,500	I	Marc Daniel Miller Subtrust u/ Miller Family 2017 Trust
Class A Common Stock	⁽⁷⁾							⁽⁸⁾	⁽⁹⁾	Class B Common Stock	61,500		61,500	I	Marni Spencer Subtrust u/ Miller Family 2017 Trust
Class A Common Stock	⁽⁷⁾							⁽⁸⁾	⁽⁹⁾	Class B Common Stock	118,900		118,900	I	By The Marc Daniel Miller Family 2012 Trust
Class A Common Stock	⁽⁷⁾							⁽⁸⁾	⁽⁹⁾	Class B Common Stock	118,900		118,900	I	By The Abby Miller King Family 2012 Trust
Class A Common Stock	⁽⁷⁾							⁽⁸⁾	⁽⁹⁾	Class B Common Stock	16,748		16,748	I	AMK 2014 LLC held by The Abby Danielle Miller 2002 Trust
Class A Common Stock	⁽⁷⁾							⁽⁸⁾	⁽⁹⁾	Class B Common Stock	532,194		532,194	I	A. Miller Family, LLC
Class A Common Stock	⁽⁷⁾							⁽⁸⁾	⁽⁹⁾	Class B Common Stock	61,500		61,500	I	Abby Danielle Miller Subtrust u/ Miller Family 2017 Trust

Explanation of Responses:

1. On October 27, 2021, The Marc Daniel Miller 2020 LLC GRAT distributed 25.78899% of the MDM 2014 LLC to Alan B. Miller. Mr. Alan B. Miller's pecuniary interest in these shares is unchanged. All distributions hereinbefore described were made pursuant to the terms of the Trust Agreement creating each 2020 LLC GRAT. The MDM 2014 LLC holds 200,000 shares of Class B Common Stock and 150,000 shares of Class A Common Stock.

2. On October 27, 2021, The Marni Spencer 2020 LLC GRAT distributed 23.38211% of the MS 2014 LLC to Alan B. Miller. Mr. Alan B. Miller's pecuniary interest in these shares is unchanged. All distributions hereinbefore described were made pursuant to the terms of the Trust Agreement creating each 2020 LLC GRAT. The MS 2014 LLC holds 100,000 shares of Class B Common Stock and 100,000 shares of Class A Common Stock. Mr. Marc D. Miller disclaims any beneficial interest in the assets of The Marni Spencer 2020 LLC GRAT.

3. On October 27, 2021, The Abby Miller King 2020 LLC GRAT distributed 23.38211% of the AMK 2014 LLC to Alan B. Miller. Mr. Alan B. Miller's pecuniary interest in these shares is unchanged. All distributions hereinbefore described were made pursuant to the terms of the Trust Agreement creating each 2020 LLC GRAT. The AMK 2014 LLC holds 100,000 shares of Class B Common Stock and 100,000 shares of Class A Common Stock. Mr. Marc D. Miller disclaims any beneficial interest in the assets of The Abby Miller King 2020 LLC GRAT.

4. On October 28, 2021, Alan B. Miller withdrew a 39.39690% interest in the MDM 2014 LLC (corresponding to 59,095 shares of Class A common stock and 78,794 shares of Class B common stock) from the Marc Daniel Miller 2020 LLC GRAT. In exchange for the MDM 2014 LLC interests, Alan B. Miller contributed to the Marc Daniel Miller 2020 LLC GRAT a promissory note for the value of such interests. The withdrawal of MDM 2014 interests from the Marc Daniel Miller 2020 LLC GRAT resulted in a decrease in the number of shares Alan B. Miller beneficially owns indirectly through the Marc Daniel Miller 2020 LLC GRAT and a corresponding increase in the number of shares Alan B. Miller beneficially owns indirectly through the MDM 2014 LLC. This withdrawal of MDM 2014 LLC interests from the Marc Daniel Miller 2020 LLC GRAT constitutes a change in form of but not the amount of beneficial ownership of the shares.

5. On October 28, 2021, Alan B. Miller withdrew a 35.69034% interest in the MS 2014 LLC (corresponding to 35,690 shares of each of Class A and Class B common stock) from the Marni Spencer 2020 LLC GRAT. In exchange for the MS 2014 LLC interests, Alan B. Miller contributed to the Marni Spencer 2020 LLC GRAT a promissory note for the value of such interests. The withdrawal of MS 2014 interests from the Marni Spencer 2020 LLC GRAT resulted in a decrease in the number of shares Alan B. Miller beneficially owns indirectly through the Marni Spencer 2020 LLC GRAT and a corresponding increase in the number of shares Alan B. Miller beneficially owns indirectly through the MS 2014 LLC. This withdrawal of MS 2014 LLC interests from the Marni Spencer 2020 LLC GRAT constitutes a change in form of but not the amount of beneficial ownership of the shares. Mr. Marc D. Miller disclaims any beneficial interest in the assets of The Marni Spencer 2020 GRAT.

6. On October 28, 2021, Alan B. Miller withdrew a 35.69034% interest in the AMK 2014 LLC (corresponding to 35,690 shares of each of Class A and Class B common stock) from the Abby Miller King 2020 LLC GRAT. In exchange for the AMK 2014 LLC interests, Alan B. Miller contributed to the Abby Miller King 2020 LLC GRAT a promissory note for the value of such interests. The withdrawal of AMK 2014 interests from the Abby Miller King 2020 LLC GRAT resulted in a decrease in the number of shares Alan B. Miller beneficially owns indirectly through the Abby Miller King 2020 LLC GRAT and a corresponding increase in the number of shares Alan B. Miller beneficially owns indirectly through the AMK 2014 LLC. This withdrawal of AMK 2014 LLC interests from the Abby Miller King 2020 LLC GRAT constitutes a change in form of but not the amount of beneficial ownership of the shares. Mr. Marc D. Miller disclaims any beneficial interest in the assets of The Marni Spencer 2020 GRAT.

7. The Class A Common Stock is convertible into Class B Common Stock on a share for share basis.

8. Immediately.

9. Not Applicable.

	/s/ Steve Filton, Attorney in Fact for Marc D. Miller	10/29/2021
	** Signature of Reporting Person	Date
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Miller Marc D Form 4UNIVERSAL HEALTH SERVICES / Marc D Miller ownership change