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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Acadia Healthcare Company, Inc. [ ACHC ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 05/25/2017 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, par value $0.01 per share | 05/25/2017 | A | 3,752(1) | A | $0.00 | 6,110(2)(3) | D | |||
| Common Stock, par value $0.01 per share | 4,296,375(4)(5) | I | See Footnotes(2)(6) | |||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. The shares are held of record by Mr. Reeve B. Waud for the benefit of Waud Capital Partners, L.L.C. ("WCP LLC"), of which Mr. Waud is the sole manager. The shares will vest in three equal annual installments beginning May 25, 2018. |
| 2. Mr. Waud expressly disclaims beneficial ownership of the reported shares except to the extent of his pecuniary interest therein. |
| 3. Represents shares held of record for the benefit of WCP LLC. |
| 4. The shares are owned of record as follows: (i) 570,710 shares by Waud Capital Partners II, L.P. ("WCP II"), (ii) 1,043,348 shares by Waud Capital Partners QP II, L.P. ("WCP QP II"), (iii) 159,233 by WCP FIF II (Acadia), L.P. ("WCP FIF II"), (iv) 163,082 shares by Waud Capital Affiliates II, L.L.C. ("Waud Affiliates II"), (v) 83,694 shares by Waud Capital Affiliates III, L.L.C. ("Waud Affiliates III"), (vi) 227,335 shares by WCP FIF III (Acadia), L.P. ("WCP FIF III"), (vii) 518,000 shares by Waud Capital Partners QP III, L.P. ("WCP QP III"), (viii) 91,602 shares by Waud Capital Partners III, L.P. ("WCP III"), (ix) 531,113 shares by the Halcyon Exempt Family Trust (the "Halcyon Trust"), (x) 41,765 shares by Waud Family Partners, L.P. ("WFP LP"), (xi) 33,333 shares by Melissa W. Waud, Mr. Waud's wife, (xii) 37,493 shares by WCP LLC and (xiii) 795,667 shares by Crystal Cove LP. |
| 5. (continued from Footnote 4) Waud Capital Partners Management II, L.P. ("WCPM II") is the general partner of WCP II, WCP QP II and WCP FIF II and the manager of Waud Affiliates II. Waud Capital Partners II, L.L.C. ("WCP II LLC") is the general partner of WCPM II. Waud Capital Partners Management III, L.P. ("WCPM III") is the general partner of WCP FIF III, WCP QP III and WCP III and the Manager of Waud Affiliates III. Waud Capital Partners III, L.L.C. ("WCP III LLC") is the general partner of WCPM III. |
| 6. Mr. Waud may be deemed to beneficially own the shares of common stock described in Footnote (4) above by virtue of (A) his making decisions for the Limited Partner Committee of each of WCPM II and WCPM III, (B) his being the manager of WCP II LLC and WCP III LLC, (C) his being the general partner of WFP LP, (D) his being the investment advisor of the Halcyon Trust of which Mr. Waud's children are beneficiaries, (E) his being married to Ms. Waud, (F) his being the sole manager of WCP LLC and (G) his being the general partner of Crystal Cove LP. |
| Remarks: |
| /s/ Reeve B. Waud | 05/26/2017 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||