Form 4 - Statement of changes in beneficial ownership of securities

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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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^*

KLEIN ROBERT M

(Last)

(First)

(Middle)

C/O ADVANCED DRAINAGE SYSTEMS, INC.

4640 TRUEMAN BOULEVARD

(Street)

HILLIARD

OH

43026

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ADVANCED DRAINAGE SYSTEMS, INC. [ WMS ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/09/2023

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

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

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/09/2023		M		4,297⁽¹⁾	A	$27.44	111,990	D
Common Stock	08/09/2023		M		5,508⁽¹⁾	A	$41.97	117,498	D
Common Stock	08/09/2023		M		1,718⁽¹⁾	A	$105.82	119,216	D
Common Stock	08/09/2023		M		1,031⁽¹⁾	A	$99.29	120,247	D
Common Stock	08/09/2023		S		8,275	D	$130.0881⁽²⁾	111,972	D
Common Stock	08/09/2023		M		2,881⁽¹⁾	A	$15.74	114,853	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option to Purchase Common Stock	$27.44	08/09/2023		M			4,297	⁽³⁾	05/21/2029	Common Stock	4,297	$0.00	0	D
Option to Purchase Common Stock	$41.97	08/09/2023		M			5,508	⁽⁴⁾	05/19/2030	Common Stock	5,508	$0.00	0	D
Option to Purchase Common Stock	$105.82	08/09/2023		M			1,718	⁽⁵⁾	05/18/2031	Common Stock	1,718	$0.00	859	D
Option to Purchase Common Stock	$99.29	08/09/2023		M			1,031	⁽⁶⁾	05/17/2032	Common Stock	1,031	$0.00	2,062	D

Explanation of Responses:

1. Reflects the exercise by the Reporting Person of stock options (right to buy) previously granted by the Issuer.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $129.52 to $131.00, inclusive. The reporting person undertakes to provide to Advanced Drainage Systems, Inc., any security holder of Advanced Drainage Systems, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnote (2) to this Form 4.

3. The options vest in three equal installments beginning on May 21, 2020.

4. The options vest in three equal installments beginning on May 19, 2021.

5. The options vest in three equal installments beginning on May 18, 2022.

6. The options vest in three equal installments beginning on May 17, 2023.

Remarks:

	/s/ Robert M. Klein, by Scott A. Cottrill as attorney-in-fact	08/11/2023
	** 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.
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