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) 06/12/2020 | ||||||||||||||||||||||||||
| 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 | 25,765 | D | ||||||||
| Common Stock, par value $0.01 per share | 06/12/2020 | S | 33,333(1) | D | $25.8416(2) | 760,295 | I | See Footnotes(3)(4)(5) | ||
| Common Stock, par value $0.01 per share | 06/12/2020 | S | 88,978(6) | D | $25.8833(7) | 671,317 | I | See Footnotes(3)(4)(5) | ||
| 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. Represents shares sold by Melissa W. Waud, Mr. Waud's wife. |
| 2. The price reported in column 4 is a weighted average price. The shares were sold in multiple transactions under Rule 144 at prices ranging from $25.32 to $26.51, inclusive. The reporting person undertakes to provide to Acadia Healthcare Company, Inc., any security holder of Acadia Healthcare Company, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price. |
| 3. Following both of the transactions reported in this Form 4, the shares are owned of record as follows: (i) 266,934 shares by the Halcyon Exempt Family Trust (the "Halcyon Trust"), (ii) 37,493 shares by Waud Capital Partners, L.L.C. ("WCP LLC"), (iii) 183,445 shares by the Reeve B. Waud Jr. 2012 Family Trust (the "2012 RBW Jr Family Trust"), and (iv) 183,445 shares by the Cecily R.M. Waud 2012 Family Trust (the "2012 CRMW Family Trust"). |
| 4. Mr. Waud may be deemed to beneficially own the shares of common stock described in Footnote (3) above by virtue of (A) his being the investment advisor of the Halcyon Trust of which Mr. Waud's children are beneficiaries, (B) his being the sole manager of WCP LLC, and (C) his being the investment advisor of the 2012 RBW Jr Family Trust and the 2012 CRMW Family Trust of which Mr. Waud's grandchildren are beneficiaries. |
| 5. Mr. Waud expressly disclaims beneficial ownership of the reported shares except to the extent of his pecuniary interest therein. |
| 6. Represents shares sold by the Halcyon Trust. |
| 7. The price reported in column 4 is a weighted average price. The shares were sold in multiple transactions under Rule 144 at prices ranging from $25.32 to $26.55, inclusive. The reporting person undertakes to provide to Acadia Healthcare Company, Inc., any security holder of Acadia Healthcare Company, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price. |
| Remarks: |
| /s/ Reeve B. Waud | 06/12/2020 | |
| ** 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. | ||