SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
NMH Investment, LLC

(Last) (First) (Middle)
C/O VESTAR CAPITAL PARTNERS
245 PARK AVENUE, 41ST FLOOR

(Street)
NEW YORK NY 10167

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
09/16/2014
3. Issuer Name and Ticker or Trading Symbol
Civitas Solutions, Inc. [ CIVI ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
09/16/2014
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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 25,250,000(1)(2) I(1)(2) See footnote(1)(2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
NMH Investment, LLC

(Last) (First) (Middle)
C/O VESTAR CAPITAL PARTNERS
245 PARK AVENUE, 41ST FLOOR

(Street)
NEW YORK NY 10167

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
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)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
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)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
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)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
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)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
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)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
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)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
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)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
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)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
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)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. These shares are held directly by NMH Investment, LLC ("NMH Investment"). Vestar Capital Partners V, L.P. (the "Fund"), Vestar Capital Partners V-A,L.P. ("Fund V-A"), Vestar Capital Partners V-B, L.P. ("Fund V-B") and Vestar/NMH Investors, LLC ("Vestar/NMH Investors") are members of NMH Investment that have the power to appoint a majority of the members of the management committee of NMH Investment and as a result have the power to direct the management of NMH Investment's business, including the power to direct decisions of NMH Investment regarding the vote and disposition of securities held by NMH Investment. 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, L.P. ("Vestar Associates V") is the general partner of the Fund, Fund V-A, Fund V-B and Vestar Executives V.
2. (Continued from Footnote 1) Vestar Managers V, Ltd. ("VMV") is the general partner of Vestar Associates V and Vestar Co-Invest V. Daniel S. O'Connell is the sole director of VMV. As a result of these relationships, each of the Fund, Fund V-A, Fund V-B, Vestar/NMH Investors, 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 by NMH Investment. Each of the Fund, Fund V-A, Fund V-B, Vestar/NMH Investors, Vestar Executives V, Vestar Co-Invest V, Vestar Associates V, VMV and Mr. O'Connell disclaims beneficial ownership of the securities beneficially owned by NMH Investment except to the extent of its or his respective pecuniary interest therein.
Remarks:
This Form 3/A amends the Form 3 filing made by NMH Investment, LLC on September 16, 2014, to include Vestar Capital Partners V-A, L.P., Vestar Capital Partners V-B, L.P., Vestar Executives V, L.P. and Vestar Co-Invest V, L.P. as indirect beneficial owners that should have been included as reporting persons in the September 16, 2014 filing. There are no other changes to the September 16, 2014 filing. Exhibit List - Exhibit 24.1 - Power of Attorney
NMH Investment, LLC, by /s/ Steven Della Rocca, by power of attorney 08/25/2015
Vestar Capital Partners V, L.P. , by /s/ Steven Della Rocca, by power of attorney 08/25/2015
Vestar Capital Partners V-A, L.P., by /s/ Steven Della Rocca, by power of attorney 08/25/2015
Vestar Capital Partners V-B, L.P., by /s/ Steven Della Rocca, by power of attorney 08/25/2015
Vestar/NMH Investors, LLC, by /s/ Steven Della Rocca, by power of attorney 08/25/2015
Vestar Executives V, L.P., by /s/ Steven Della Rocca, by power of attorney 08/25/2015
Vestar Co-Invest V, L.P., by /s/ Steven Della Rocca, by power of attorney 08/25/2015
Vestar Associates V, L.P., by /s/ Steven Della Rocca, by power of attorney 08/25/2015
Vestar Managers V Ltd., by /s/ Steven Della Rocca, by power of attorney 08/25/2015
Daniel S. O'Connell, by /s/ Steven Della Rocca, by power of attorney 08/25/2015
** 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 5 (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).
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