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). | |||||||||||||||||
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ADVANCED DRAINAGE SYSTEMS, INC. [ WMS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/30/2023 | ||||||||||||||||||||||||||
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 | 08/30/2023 | S | 25,000 | D | $128.2726(3) | 1,214,369 | I | See Footnote(1)(2) | ||
Common Stock | 08/31/2023 | S | 74,800 | D | $128.0672(4) | 1,139,569 | I | See Footnote(1)(2) | ||
Common Stock | 08/31/2023 | S | 200 | D | $128.7617(5) | 1,139,369 | I | See Footnote(1)(2) | ||
Common Stock | 09/01/2023 | S | 110,000 | D | $130.3495(6) | 1,029,369 | I | See Footnote(1)(2) | ||
Common Stock | 09/01/2023 | S | 15,000 | D | $131.0769(7) | 1,014,369 | I | See Footnote(1)(2) | ||
Common Stock | 11,026 | D | ||||||||
Common Stock | 1,196 | I | By Family Trusts |
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 by Stockbridge Fund, L.P. ("SF"). Stockbridge Associates LLC ("SA") is the general partner of SF. Stockbridge Partners LLC ("SP") is the investment adviser to SF. Berkshire Partners Holdings LLC ("BPH") is the general partner of BPSP, L.P. ("BPSP"), which is the managing member of SP. |
2. (continued from Footnote 1) The Reporting Person is a managing member of BPH, BPSP, SP, and SA. By virtue of the relationships described in the preceding sentences, the Reporting Person may be deemed to share beneficial ownership with respect to the shares of common stock held by SF. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose. |
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions within the range of $128.0571 to $128.5538. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions within the range of $127.6648 to $128.6647. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions within the range of $128.6648 to $128.78. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions within the range of $130.015 to $131.0149. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and ExchangeCommission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions within the range of $131.015 to $131.0769. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and ExchangeCommission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
/s/ Anil Seetharam | 09/01/2023 | |
** 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. |