Statement of Changes in Beneficial Ownership (4)
06 May 2021 - 3:05AM
Edgar (US Regulatory)
FORM 4
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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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB Number:
3235-0287
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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
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MILLER ALAN B |
2. Issuer Name and Ticker or Trading Symbol
UNIVERSAL HEALTH SERVICES INC
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UHS
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Executive Chairman |
(Last)
(First)
(Middle)
UNIVERSAL HEALTH SERVICES, INC., 367 SOUTH GULPH ROAD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/3/2021 |
(Street)
KING OF PRUSSIA, PA 19406
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class B Common Stock | 5/3/2021 | | J(1) | | 45621 | D | $0 | 0 | I | MDM 2014 LLC as held by the Marc Daniel Miller 2019 GRAT |
Class B Common Stock | 5/3/2021 | | J(1) | | 45621 | A | $0 | 45621 | I | MDM 2014 LLC as held by Alan B. Miller |
Class B Common Stock | 5/3/2021 | | J(2) | | 24180 | D | $0 | 0 | I | MS 2014 LLC as held by The Marni Spencer 2019 GRAT |
Class B Common Stock | 5/3/2021 | | J(2) | | 24180 | A | $0 | 24180 | I | MS 2014 LLC as held by Alan B. Miller |
Class B Common Stock | 5/3/2021 | | J(3) | | 24180 | D | $0 | 0 | I | AMK 2014 LLC as held by The Abby Miller King 2019 GRAT |
Class B Common Stock | 5/3/2021 | | J(3) | | 24180 | A | $0 | 24180 | I | AMK 2014 LLC as held by Alan B. Miller |
Class B Common Stock | 5/3/2021 | | J(4) | | 55251 | D | $0 | 144749 | I | Marc Daniel Miller 2020 GRAT |
Class B Common Stock | 5/3/2021 | | J(4) | | 55251 | A | $0 | 757628 | D | |
Class B Common Stock | 5/3/2021 | | J(5) | | 55251 | D | $0 | 702377 | D | |
Class B Common Stock | 5/3/2021 | | J(5) | | 55251 | A | $0 | 55251 | I | Marc Daniel Miller 2021 GRAT |
Class B Common Stock | 5/3/2021 | | J(6) | | 41438 | D | $0 | 108562 | I | Marni Spencer 2020 GRAT |
Class B Common Stock | 5/3/2021 | | J(6) | | 41438 | A | $0 | 743815 | D | |
Class B Common Stock | 5/3/2021 | | J(7) | | 41438 | D | $0 | 702377 | D | |
Class B Common Stock | 5/3/2021 | | J(7) | | 41438 | A | $0 | 41438 | I | Marni Spencer 2021 GRAT |
Class B Common Stock | 5/3/2021 | | J(8) | | 41438 | D | $0 | 108562 | I | Abby Miller King 2020 GRAT |
Class B Common Stock | 5/3/2021 | | J(8) | | 41438 | A | $0 | 743815 | D | |
Class B Common Stock | 5/3/2021 | | J(9) | | 41438 | D | $0 | 702377 | D | |
Class B Common Stock | 5/3/2021 | | J(9) | | 41438 | A | $0 | 41438 | I | Abby Miller King 2021 GRAT |
Class B Common Stock | | | | | | | | 59072 | I | AMK 2014 LLC as held by The Abby Miller King 2020 GRAT |
Class B Common Stock | | | | | | | | 16748 | I | AMK 2014 LLC held by The Abby Danielle Miller 2002 Trust |
Class B Common Stock | | | | | | | | 55763 | I | By The Abby Miller King 2011 Family Trust |
Class B Common Stock | | | | | | | | 130372 | I | MDM 2014 LLC as held by the Marc Daniel Miller 2020 GRAT |
Class B Common Stock | | | | | | | | 24007 | I | MDM 2014 LLC held by The Marc Daniel Miller 2002 Trust |
Class B Common Stock | | | | | | | | 59072 | I | MS 2014 LLC as held by The Marni Spencer 2020 GRAT |
Class B Common Stock | | | | | | | | 16748 | I | MS 2014 LLC held by The Marni Spencer 2002 Trust |
Class B Common Stock | | | | | | | | 9810 | I | The Alan and Jill Miller Foundation (10) |
Class B Common Stock | | | | | | | | 59900 | I | The Marc Daniel Miller 2011 Family Trust |
Class B Common Stock | | | | | | | | 55763 | I | The Marni Spencer 2011 Family Trust |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Class A Common Stock | (11) | 5/3/2021 | | J (1) | | | 34216 | (12) | (13) | Class B Common Stock | 34216 | $0 | 0 | I | MDM 2014 LLC as held by The Marc Daniel Miller 2019 GRAT |
Class A Common Stock | (11) | 5/3/2021 | | J (1) | | 34216 | | (12) | (13) | Class B Common Stock | 34216 | $0 | 34216 | I | MDM 2014 LLC as held by Alan B. Miller |
Class A Common Stock | (11) | 5/3/2021 | | J (2) | | | 24180 | (12) | (13) | Class B Common Stock | 24180 | $0 | 0 | I | MS 2014 LLC as held by The Marni Spencer 2019 GRAT |
Class A Common Stock | (11) | 5/3/2021 | | J (2) | | 24180 | | (12) | (13) | Class B Common Stock | 24180 | $0 | 24180 | I | MS 2014 LLC as held by Alan B. Miller |
Class A Common Stock | (11) | 5/3/2021 | | J (3) | | | 24180 | (12) | (13) | Class B Common Stock | 24180 | $0 | 0 | I | AMK 2014 LLC as held by The Abby Miller King 2019 GRAT |
Class A Common Stock | (11) | 5/3/2021 | | J (3) | | 24180 | | (12) | (13) | Class B Common Stock | 24180 | $0 | 24180 | I | AMK 2014 LLC as held by Alan B. Miller |
Class A Common Stock | (11) | | | | | | | (12) | (13) | Class B Common Stock | 4155255 | | 4155255 | D | |
Class A Common Stock | (11) | | | | | | | (12) | (13) | Class B Common Stock | 400000 | | 400000 | I | Alan B. Miller Marital Trust (f/b/o Jill Miller) |
Class A Common Stock | (11) | | | | | | | (12) | (13) | Class B Common Stock | 59072 | | 59072 | I | AMK 2014 LLC as held by The Abby Miller King 2020 GRAT |
Class A Common Stock | (11) | | | | | | | (12) | (13) | Class B Common Stock | 16748 | | 16748 | I | AMK 2014 LLC held by The Abby Danielle Miller 2002 Trust |
Class A Common Stock | (11) | | | | | | | (12) | (13) | Class B Common Stock | 97779 | | 97779 | I | MDM 2014 LLC as held by the Marc Daniel Miller 2020 GRAT |
Class A Common Stock | (11) | | | | | | | (12) | (13) | Class B Common Stock | 18005 | | 18005 | I | MDM 2014 LLC held by The Marc Daniel Miller 2002 Trust |
Class A Common Stock | (11) | | | | | | | (12) | (13) | Class B Common Stock | 59072 | | 59072 | I | MS 2014 LLC as held by The Marni Spencer 2020 GRAT |
Class A Common Stock | (11) | | | | | | | (12) | (13) | Class B Common Stock | 16748 | | 16748 | I | MS 2014 LLC held by The Marni Spencer 2002 Trust |
Class A Common Stock | (11) | | | | | | | (12) | (13) | Class B Common Stock | 258630 | | 258630 | I | The Alan B. Miller 2002 Trust |
Explanation of Responses: |
(1) | On May 03, 2021, The Marc Daniel Miller 2019 GRAT distributed 22.81049% of the MDM 2014 LLC to Alan B. Miller. Mr. Miller's pecuniary interest in these shares is unchanged. All distributions hereinbefore described were made pursuant to the terms of the Trust Agreement creating each 2019 GRAT. The MDM 2014 LLC holds 200,000 shares of Class B Common Stock and 150,000 shares of Class A Common Stock. |
(2) | On May 03, 2021, The Marni Spencer 2019 GRAT distributed 24.18044% of the MS 2014 LLC to Alan B. Miller. Mr. Miller's pecuniary interest in these shares is unchanged. All distributions hereinbefore described were made pursuant to the terms of the Trust Agreement creating each 2019 GRAT. The MS 2014 LLC holds 100,000 shares of Class B Common Stock and 100,000 shares of Class A Common Stock. |
(3) | On May 03, 2021, The Abby Miller King 2019 GRAT distributed 24.18044% of the AMK 2014 LLC to Alan B. Miller. Mr. Miller's pecuniary interest in these shares is unchanged. All distributions hereinbefore described were made pursuant to the terms of the Trust Agreement creating each 2019 GRAT. The AMK 2014 LLC holds 100,000 shares of Class B Common Stock and 100,000 shares of Class A Common Stock. |
(4) | On May 03, 2021 55,251 Class B shares were distributed to Alan B. Miller from the Marc Daniel Miller 2020 GRAT. Alan B. Miller's pecuniary interest in these shares is unchanged. All distributions hereinbefore described were made pursuant to the terms of the Trust Agreement creating each 2020 GRAT. |
(5) | On May 03, 2021 55,251 Class B shares were transferred from Alan B. Miller to the Marc Daniel Miller 2021 GRAT. |
(6) | On May 03, 2021 41,438 Class B shares were distributed to Alan B. Miller from the Marni Spencer 2020 GRAT. Alan B. Miller's pecuniary interest in these shares is unchanged. All distributions hereinbefore described were made pursuant to the terms of the Trust Agreement creating each 2020 GRAT |
(7) | On May 03, 2021 41,438 Class B shares were transferred from Alan B. Miller to the Marni Spencer 2021 GRAT. |
(8) | On May 03, 2021 41,438 Class B shares were distributed to Alan B. Miller from the Abby Miller King 2020 GRAT. Alan B. Miller's pecuniary interest in these shares is unchanged. All distributions hereinbefore described were made pursuant to the terms of the Trust Agreement creating each 2020 GRAT. |
(9) | On May 03, 2021 41,438 Class B shares were transferred from Alan B. Miller to the Abby Miller King 2021 GRAT. |
(10) | Mr. Miller disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that Mr. Miller is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. |
(11) | The Class A Common Stock is convertible into Class B Common Stock on a share for share basis. |
(12) | Immediately. |
(13) | Not Applicable. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
MILLER ALAN B UNIVERSAL HEALTH SERVICES, INC. 367 SOUTH GULPH ROAD KING OF PRUSSIA, PA 19406 | X | X | Executive Chairman |
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Signatures
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/s/ Steve Filton, Attorney-in-Fact for Alan B. Miller | | 5/5/2021 |
**Signature of Reporting Person | Date |
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