Advanced Drainage Systems (WMS) Form 4 ADVANCED DRAINAGE SYSTEMS / D. SCOTT BARBOUR 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^*

BARBOUR D. SCOTT

(Last) (First) (Middle)

C/O ADVANCED DRAINAGE SYSTEMS, INC.

4640 TRUEMAN BOULEVARD

(Street)

HILLIARD OH 43026

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ADVANCED DRAINAGE SYSTEMS, INC. [ WMS ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
05/24/2024

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/24/2024		M		85,938	A	$27.44	131,932	D
Common Stock	05/24/2024		S		85,938	D	$174.0989(1)	45,994	D
Common Stock								46,341	I	Reporting Person's Revocable Trust(2)
Common Stock								97,805	I	Reporting Person's Irrevocable Trust(3)
Common Stock								9,695	I	Spouse's Revocable Trust(4)
Common Stock								65,805	I	Spouse's Irrevocable Trust(5)
Common Stock								49,261	I	Reporting Person's GRAT(6)
Common Stock								16,917.0092	I	By KSOP(7)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option to Purchase Common Stock	$27.44	05/24/2024		M			85,938	(8)	05/21/2029	Common Stock	85,938	$0	0	D

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $172.84 to $176.10, inclusive. The reporting person undertakes to provide to Advanced Drainage Systems, Inc., any security holder of Advanced Drainage Systems, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnote (1) to this Form 4.

2. Shares held in revocable trust for the benefit of the reporting person.

3. Shares held in irrevocable spousal access trust established by the reporting person, of which the reporting person's spouse is a co-trustee. The beneficiaries of the irrevocable trust are the reporting person and his children.

4. Shares held in revocable trust for the benefit of the reporting person's spouse.

5. Shares held in irrevocable spousal access trust established by the reporting person's spouse, of which the reporting person is a co-trustee. The beneficiaries of the irerrevocable trust include the reporting person's spouse and his children.

6. Shares held in a GRAT of which the reporting person is trustee.

7. Represents current allocation under KSOP.

8. The options vested in three equal installments beginning on May 21, 2020.

Remarks:

President & Chief Executive Officer

	/s/ D. Scott Barbour, by Scott A. Cottrill as attorney-in-fact	05/29/2024
	** 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.
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