- Statement of Changes in Beneficial Ownership (4)
December 26 2012 - 8:23PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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WAUD CAPITAL PARTNERS II, L.L.C.
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2. Issuer Name
and
Ticker or Trading Symbol
Acadia Healthcare Company, Inc.
[
ACHC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
300 N. LASALLE STREET, SUITE 4900
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/24/2012
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(Street)
CHICAGO, IL 60654
(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)
___ Form filed by One Reporting Person
_
X
_ 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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Common Stock, par value $0.01 per share
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12/24/2012
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S
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297496
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D
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$21.60
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7635761
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I
(3)
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See footnotes
(1)
(2)
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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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The reported shares are owned of record as follows: (i) 2,038,125 shares by Waud Capital Partners II, L.P. ("WCP II"), (ii) 3,726,016 shares by Waud Capital Partners QP II, L.P. ("Waud QP II"), (iii) 568,655 shares by WCP FIF II (Acadia), L.P. ("WCP FIF II"), (iv) 582,401 shares by Waud Capital Affiliates II, L.L.C. ("Waud Affiliates II"), (v) 648,507 shares by the Reeve B. Waud 2011 Family Trust (the "Waud Trust") and (vi) 72,057 shares by Waud Family Partners, L.P. ("WFP LP").
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(
2)
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Reeve B. Waud is a member of the board of directors of Acadia Healthcare Company, Inc. Mr. Waud is also the manager of Waud Capital Partners II, L.L.C. ("Waud II LLC") and a member of the Limited Partner Committee of Waud Capital Partners Management II, L.P. ("WCPM II"). Waud II LLC is the general partner of WCPM II. WCPM II is the general partner of WCP II, Waud QP II and WCP FIF II and the manager of Waud Affiliates II. Mr. Waud is also the investment advisor of the Waud Trust and the general partner of WFP LP. As a result, each of Waud II LLC, WCPM II, WCP II, Waud QP II, WCP FIF II, Waud Affiliates II, the Waud Trust and WFP LP may be deemed to share beneficial ownership of the reported shares.
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(
3)
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Each of the reporting persons expressly disclaims beneficial ownership of the reported shares except to the extent of its pecuniary interest therein.
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Remarks:
The reporting persons are members of a "group" with Waud Capital Partners III, L.L.C., Waud Capital Partners Management III, L.P., Waud Capital Partners III, L.P., Waud Capital Partners QP III, L.P., WCP FIF III (Acadia), L.P. and Waud Capital Affiliates III, L.L.C. The Forms 4 for such other entities are filed separately.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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WAUD CAPITAL PARTNERS II, L.L.C.
300 N. LASALLE STREET, SUITE 4900
CHICAGO, IL 60654
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X
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WAUD CAPITAL PARTNERS MANAGEMENT II, L.P.
300 N. LASALLE STREET, SUITE 4900
CHICAGO, IL 60654
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X
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WAUD CAPITAL PARTNERS II, L.P.
300 N. LASALLE STREET, SUITE 4900
CHICAGO, IL 60654
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X
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WAUD CAPITAL PARTNERS QP II, L.P.
300 N. LASALLE STREET, SUITE 4900
CHICAGO, IL 60654
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X
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WCP FIF II (ACADIA), L.P.
300 N. LASALLE STREET, SUITE 4900
CHICAGO, IL 60654
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X
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WAUD CAPITAL AFFILIATES II, L.L.C.
300 N. LASALLE STREET, SUITE 4900
CHICAGO, IL 60654
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X
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REEVE B. WAUD 2011 FAMILY TRUST
300 N. LASALLE STREET, SUITE 4900
CHICAGO, IL 60654
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X
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WAUD FAMILY PARTNERS, L.P.
300 N. LASALLE STREET, SUITE 4900
CHICAGO, IL 60654
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X
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Signatures
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Waud Capital Partners II, L.L.C., by /s/ Reeve B. Waud, its manager
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12/26/2012
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**
Signature of Reporting Person
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Date
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Waud Capital Partners Management II, L.P., by Waud Capital Partners II, L.L.C., its general partner, by /s/ Reeve B. Waud, its manager
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12/26/2012
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**
Signature of Reporting Person
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Date
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Waud Capital Partners II, L.P., by Waud Capital Partners Management II, L.P., its general partner, by Waud Capital Partners II, L.L.C., its general partner, by /s/ Reeve B. Waud, its manager
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12/26/2012
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**
Signature of Reporting Person
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Date
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Waud Capital Partners QP II, L.P., by Waud Capital Partners Management II, L.P., its general partner, by Waud Capital Partners II, L.L.C., its general partner, by /s/ Reeve B. Waud, its manager
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12/26/2012
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Signature of Reporting Person
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Date
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WCP FIF II (Acadia), L.P., by Waud Capital Partners Management II, L.P., its general partner, by Waud Capital Partners II, L.L.C., its general partner, by /s/ Reeve B. Waud, its manager
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12/26/2012
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Signature of Reporting Person
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Date
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Waud Capital Affiliates II, L.L.C., by Waud Capital Partners Management II, L.P., its manager, by Waud Capital Partners II, L.L.C., its general partner, by /s/ Reeve B. Waud, its manager
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12/26/2012
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**
Signature of Reporting Person
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Date
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Reeve B. Waud 2011 Family Trust, by /s/ Cornelius B. Waud, its trustee
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12/26/2012
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Signature of Reporting Person
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Date
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Waud Family Partners, L.P., by /s/ Reeve B. Waud, its general partner
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12/26/2012
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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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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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 control number.
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