0001140361-17-044648.txt : 20171201 0001140361-17-044648.hdr.sgml : 20171201 20171201173027 ACCESSION NUMBER: 0001140361-17-044648 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20171201 DATE AS OF CHANGE: 20171201 GROUP MEMBERS: AMERICAN SECURITIES ASSOCIATES V, LLC GROUP MEMBERS: AMERICAN SECURITIES PARTNERS V(B), L.P. GROUP MEMBERS: AMERICAN SECURITIES PARTNERS V(C), L.P. GROUP MEMBERS: AMERICAN SECURITIES PARTNERS V, L.P. GROUP MEMBERS: ASP ADS INVESTCO, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ADVANCED DRAINAGE SYSTEMS, INC. CENTRAL INDEX KEY: 0001604028 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS FOAM PRODUCTS [3086] IRS NUMBER: 510105665 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88258 FILM NUMBER: 171235037 BUSINESS ADDRESS: STREET 1: 4640 TRUEMAN BOULEVARD CITY: HILLIARD STATE: OH ZIP: 43026 BUSINESS PHONE: 614-658-0050 MAIL ADDRESS: STREET 1: 4640 TRUEMAN BOULEVARD CITY: HILLIARD STATE: OH ZIP: 43026 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN SECURITIES LLC CENTRAL INDEX KEY: 0001475483 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 299 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10171 BUSINESS PHONE: 212 476-8000 MAIL ADDRESS: STREET 1: 299 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10171 SC 13G/A 1 formsc13ga.htm SC 13G/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1 – Exit Filing)*

Advanced Drainage Systems, Inc.
(Name of Issuer)
 
Common Stock $0.01 par value per share
(Title of Class of Securities)
 
00790R104
(CUSIP Number)
 
August 7, 2017
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 
☐
Rule 13d-1(b)
 
☐
Rule 13d-1(c)
 
☒
Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
13G

CUSIP No. 00790R104
  
Page 2
 
1
NAME OF REPORTING PERSONS
 
 
ASP ADS Investco, LLC (See Item 2(a))
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
    
(a)☐
    
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0 (See Item 4)
 
 
 
 
6
SHARED VOTING POWER
 
 
0 (See Item 4)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0 (See Item 4)
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0 (See Item 4)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
0 (See Item 4)
 
 
 
 
10
CHECK BOX  IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
0.0% (See Item 4)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 
13G

CUSIP No. 00790R104
  
Page 3
 
1
NAME OF REPORTING PERSONS
 
 
American Securities Partners V, L.P. (See Item 2(a))
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
    
(a)☐
    
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0 (See Item 4)
 
 
 
 
6
SHARED VOTING POWER
 
 
0 (See Item 4)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0 (See Item 4)
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0 (See Item 4)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
0 (See Item 4)
 
 
 
 
10
CHECK BOX  IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
0.0% (See Item 4)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 
13G
 
CUSIP No. 00790R104
  
Page 4

1
NAME OF REPORTING PERSONS
 
 
American Securities Partners V(B), L.P. (See Item 2(a))
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
    
(a)☐
    
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0 (See Item 4)
 
 
 
 
6
SHARED VOTING POWER
 
 
0 (See Item 4)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0 (See Item 4)
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0 (See Item 4)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
0 (See Item 4)
 
 
 
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
0.0% (See Item 4)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 
13G

CUSIP No. 00790R104
  
Page 5

1
NAME OF REPORTING PERSONS
 
 
American Securities Partners V(C), L.P. (See Item 2(a))
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
    
(a)☐
    
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0 (See Item 4)
 
 
 
 
6
SHARED VOTING POWER
 
 
0 (See Item 4)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0 (See Item 4)
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0 (See Item 4)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
0 (See Item 4)
 
 
 
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
0.0% (See Item 4)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 
13G

CUSIP No. 00790R104
  
Page 6

1
NAME OF REPORTING PERSONS
 
 
American Securities Associates V, LLC (See Item 2(a))
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
    
(a)☐
    
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0 (See Item 4)
 
 
 
 
6
SHARED VOTING POWER
 
 
0 (See Item 4)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0 (See Item 4)
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0 (See Item 4)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
0 (See Item 4)
 
 
 
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
0.0% (See Item 4)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 
13G

CUSIP No. 00790R104
  
Page 7
 
1
NAME OF REPORTING PERSONS
 
 
American Securities LLC (See Item 2(a))
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
    
(a)☐
    
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0 (See Item 4)
 
 
 
 
6
SHARED VOTING POWER
 
 
0 (See Item 4)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0 (See Item 4)
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0 (See Item 4)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
0 (See Item 4)
 
 
 
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
0.0% (See Item 4)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO; IA
 
 
 
 
 
Item 1(a).
Name of Issuer:

Advanced Drainage Systems, Inc. (the “Issuer”)

Item 1(b).
Address of Issuer’s Principal Executive Offices:

4640 Trueman Boulevard

Hilliard, Ohio 43026

Item 2(a).
Name of Person Filing:

This statement is filed by (i) ASP ADS Investco, LLC (“ASPADS”), (ii) American Securities Partners V, L.P. (“ASP V”), (iii) American Securities Partners V(B), L.P. (“ASP V(B)”), (iv) American Securities Partners V(C), L.P. (“ASP V(C)” and, with ASP V and ASP V(B), the “Sponsors”), the owners of membership interests in ASPADS, (v) American Securities Associates V, LLC (“GP”), the general partner of each Sponsor, and (vi) American Securities LLC (the “Advisor”), which provides investment advisory services to each Sponsor and the GP (each a “Reporting Person” and collectively, the “Reporting Persons”).

The Reporting Persons are party to a joint filing agreement, filed as an exhibit to the original Schedule 13G, filed with the Securities and Exchange Commission on February 17, 2015 (the “Original 13G”), pursuant to which the Original 13G and any subsequent amendments  thereto (including this Amendment No. 1), are filed on behalf of each of them.

Item 2(b).
Address of Principal Business Office or, if None, Residence:

The principal business office of each of the Reporting Persons is c/o American Securities LLC, 299 Park Avenue, 34th Floor, New York, NY 10171.

Item 2(c).
Citizenship:

Each of ASPADS, the GP and the Advisor is a Delaware limited liability company. Each of the Sponsors is a Delaware limited partnership.

Item 2(d).
Title and Class of Securities:

Common Stock, $0.01 par value per share, of the Issuer (the “Common Stock”)

Item 2(e).
CUSIP Number:

00790R104

Item 3.
If This Statement is Filed Pursuant to Rule 13d-1(b) or 13d-2(b) or (c), Check Whether the Person Filing is a:

 
(a)
☐
Broker or dealer registered under Section 15 of the Exchange Act
       
 
(b)
 ☐
Bank as defined in Section 3(a)(6) of the Exchange Act
       
 
(c)
 ☐
Insurance company as defined in Section 3(a)(19) of the Exchange Act
       
 
(d)
 ☐
Investment company registered under Section 8 of the Investment Company Act
       
 
(e)
 ☐
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E)
 
 
(f)
 ☐
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F)
       
 
(g)
 ☐
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G)
       
 
(h)
 ☐
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act
       
 
(i)
 ☐
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act
       
 
(j)
 ☐
A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J)
       
 
(k)
 ☐
Group, in accordance with Rule 13d-1(b)(1)(ii)(K)
 
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution:

Item 4.
Ownership.

(a)-(c) The responses of the Reporting Persons to Rows 5, 6, 7, 8, 9 and 11 in each of their respective cover pages which relate to the beneficial ownership of the Common Stock of the Issuer are incorporated by reference.

As of August 7, 2017, the Reporting Persons are no longer is the owner of, and have neither the power to vote nor the power to dispose or direct the disposition of, any shares of Common Stock of the Issuer.

Item 5.
Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the Common Stock, check the following ☒.

Item 6.
Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable.

Item 8.
Identification and Classification of Members of the Group.

Not applicable.

Item 9.
Notice of Dissolution of Group.

Not applicable.

Item 10.
Certifications.

Not applicable.
 
SIGNATURES
 
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 Dated: December 1, 2017

 
ASP ADS INVESTCO, LLC
By: ASP Manager Corp., its Manager
   
 
By: 
/s/ David Horing
  
   
Name: 
David Horing
  
   
Title:
Vice President
  
 
 
AMERICAN SECURITIES PARTNERS V, L.P.
By: American Securities Associates V, LLC, its general partner
   
 
By: 
/s/ David Horing
  
   
Name: 
David Horing
  
   
Title:
Managing Director
  
 
 
AMERICAN SECURITIES PARTNERS V(B), L.P.
By: American Securities Associates V, LLC, its general partner
   
 
By: 
/s/ David Horing
  
   
Name: 
David Horing
  
   
Title:
Managing Director
  
 
 
AMERICAN SECURITIES PARTNERS V(C), L.P.
By: American Securities Associates V, LLC, its general partner
   
 
By: 
/s/ David Horing
  
   
Name: 
David Horing
  
   
Title:
Managing Director
  
 
 
AMERICAN SECURITIES ASSOCIATES V, LLC
   
 
By: 
/s/ David Horing
  
   
Name: 
David Horing
  
   
Title:
Managing Director
  
 
 
AMERICAN SECURITIES LLC
   
 
By: 
/s/ David Horing
  
   
Name: 
David Horing
  
   
Title:
Managing Director