Civitas Solutions Form 4 Civitas Solutions / DANIEL S OCONNELL 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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X

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^*

VESTAR MANAGERS V LTD.

(Last) (First) (Middle)

C/O VESTAR CAPITAL PARTNERS

245 PARK AVENUE, 41ST FLOOR

(Street)

NEW YORK NY 10167

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Civitas Solutions, Inc. [ CIVI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/08/2019

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

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

	Form filed by One Reporting Person
X	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	03/08/2019		D		14,557,836(1)	D	(1)	0	I	By Vestar Capital Partners V, L.P.(2)
Common Stock	03/08/2019		D		4,003,741(1)	D	(1)	0	I	By Vestar Capital Partners V-A, L.P.(3)
Common Stock	03/08/2019		D		527,168(1)	D	(1)	0	I	By Vestar Capital Partners V-B, L.P.(4)
Common Stock	03/08/2019		D		516,634(1)	D	(1)	0	I	By Vestar/NMH Investors, LLC(5)

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

1. Name and Address of Reporting Person^*

VESTAR MANAGERS V LTD.

(Last) (First) (Middle)

C/O VESTAR CAPITAL PARTNERS

245 PARK AVENUE, 41ST FLOOR

(Street)

NEW YORK NY 10167

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Vestar Capital Partners V L P

(Last) (First) (Middle)

C/O VESTAR CAPITAL PARTNERS

245 PARK AVENUE, 41ST FLOOR

(Street)

NEW YORK NY 10167

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Vestar Capital Partners V A L P

(Last) (First) (Middle)

C/O VESTAR CAPITAL PARTNERS

245 PARK AVENUE, 41ST FLOOR

(Street)

NEW YORK NY 10167

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Vestar Capital Partners V-B LP

(Last) (First) (Middle)

C/O VESTAR CAPITAL PARTNERS

245 PARK AVENUE, 41ST FLOOR

(Street)

NEW YORK NY 10167

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Vestar/NMH Investors, LLC

(Last) (First) (Middle)

C/O VESTAR CAPITAL PARTNERS

245 PARK AVENUE, 41ST FLOOR

(Street)

NEW YORK NY 10167

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Vestar Executives V LP

(Last) (First) (Middle)

C/O VESTAR CAPITAL PARTNERS

245 PARK AVENUE, 41ST FLOOR

(Street)

NEW YORK NY 10167

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Vestar Co-Invest V, L.P.

(Last) (First) (Middle)

C/O VESTAR CAPITAL PARTNERS

245 PARK AVENUE, 41ST FLOOR

(Street)

NEW YORK NY 10167

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

VESTAR ASSOCIATES V, L.P.

(Last) (First) (Middle)

C/O VESTAR CAPITAL PARTNERS

245 PARK AVENUE, 41ST FLOOR

(Street)

NEW YORK NY 10167

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

OCONNELL DANIEL S

(Last) (First) (Middle)

C/O VESTAR CAPITAL PARTNERS

245 PARK AVENUE, 41ST FLOOR

(Street)

NEW YORK NY 10167

(City) (State) (Zip)

Explanation of Responses:

1. Disposed of pursuant to the merger contemplated by the Agreement and Plan of Merger, dated as of December 18, 2018 (the "Merger Agreement"), by and among Civitas Solutions, Inc. (the "Company"), Celtic Tier II Corp. and Celtic Intermediate Corp. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each issued and outstanding share of common stock of the Company (the "Common Stock") held by the Company's stockholders, including the reporting persons, was converted into the right to receive $17.75 in cash.

2. These shares are held directly by the Vestar Capital Partners V, L.P. (the "Fund"). Vestar Associates V, L.P ("Vestar Associates V") is the general partner of the Fund. Vestar Managers V Ltd. ("VMV") is the general partner of Vestar Associates V. Mr. O'Connell is the sole director of VMV. As a result of these relationships, each of Vestar Associates V, VMV and Mr. O'Connell may be deemed to have beneficial ownership of the shares held directly by the Fund. Each of Vestar Associates V, VMV and Mr. O'Connell disclaims beneficial ownership of the securities beneficially owned by the Fund, except to the extent of its or his respective pecuniary interest therein.

3. These shares are held directly by Vestar Capital Partners V-A, L.P. ("Fund V-A"). Vestar Associates V is the general partner of Fund V-A. VMV is the general partner of Vestar Associates V. Mr. O'Connell is the sole director of VMV. As a result of these relationships, each of Vestar Associates V, VMV and Mr. O'Connell may be deemed to have beneficial ownership of the shares held directly by Fund V-A. Each of Vestar Associates V, VMV and Mr. O'Connell disclaims beneficial ownership of the securities beneficially owned by Fund V-A, except to the extent of its or his respective pecuniary interest therein.

4. These shares are held directly by Vestar Capital Partners V-B, L.P. ("Fund V-B"). Vestar Associates V is the general partner of Fund V-B. VMV is the general partner of Vestar Associates V. Mr. O'Connell is the sole director of VMV. As a result of these relationships, each of Vestar Associates V, VMV and Mr. O'Connell may be deemed to have beneficial ownership of the shares held directly by Fund V-B. Each of Vestar Associates V, VMV and Mr. O'Connell disclaims beneficial ownership of the securities beneficially owned by Fund V-B, except to the extent of its or his respective pecuniary interest therein.

5. These shares are held directly by Vestar/NMH Investors. The Fund is the managing member of Vestar/NMH Investors, and Vestar Executives V, L.P. ("Vestar Executives V") and Vestar Co-Invest V, L.P. ("Vestar Co-Invest V") are members of Vestar/NMH Investors. Vestar Associates V is the general partner of the Fund and Vestar Executives V. VMV is the general partner of Vestar Associates V and Vestar Co-Invest V. Mr. O'Connell is the sole director of VMV. As a result of these relationships, each of Vestar Executives V, Vestar Co-Invest V, Vestar Associates V, VMV and Mr. O'Connell may be deemed to have beneficial ownership of the shares held directly by Vestar/NMH Investors. Each of Vestar Executives V, Vestar Co-Invest V, Vestar Associates V, VMV and Mr. O'Connell disclaims beneficial ownership of the securities beneficially owned by Vestar/NMH Investors, except to the extent of its or his respective pecuniary interest therein.

Remarks:

	Vestar Capital Partners V, L.P., by /s/ Steven Della Rocca, by power of attorney	03/12/2019
	Vestar Capital Partners V-A, L.P., by /s/ Steven Della Rocca, by power of attorney	03/12/2019
	Vestar Capital Partners V-B, L.P., by /s/ Steven Della Rocca, by power of attorney	03/12/2019
	Vestar/NMH Investors, LLC, by /s/ Steven Della Rocca, by power of attorney	03/12/2019
	Vestar Executives V, L.P., by /s/ Steven Della Rocca, by power of attorney	03/12/2019
	Vestar Co-Invest V, L.P., by /s/ Steven Della Rocca, by power of attorney	03/12/2019
	Vestar Associates V, L.P., by /s/ Steven Della Rocca, by power of attorney	03/12/2019
	Vestar Managers V Ltd., by /s/ Steven Della Rocca, by power of attorney	03/12/2019
	Daniel S. O'Connell, by /s/ Steven Della Rocca, by power of attorney	03/12/2019
	** Signature of Reporting Person	Date
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