Sec Form 4 Filing - WAUD CAPITAL PARTNERS II, L.L.C. @ Acadia Healthcare Company, Inc. - 2012-12-12

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
WAUD CAPITAL PARTNERS II, L.L.C.
2. Issuer Name and Ticker or Trading Symbol
Acadia Healthcare Company, Inc. [ ACHC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
300 N. LASALLE STREET, SUITE 4900
3. Date of Earliest Transaction (MM/DD/YY)
12/12/2012
(Street)
CHICAGO, IL60654
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share 12/12/2012 S 1,983,314 D $ 21.6 7,933,257 I ( 3 ) See footnotes ( 1 ) ( 2 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
WAUD CAPITAL PARTNERS II, L.L.C.
300 N. LASALLE STREET, SUITE 4900
CHICAGO, IL60654
X
WAUD CAPITAL PARTNERS MANAGEMENT II, L.P.
300 N. LASALLE STREET, SUITE 4900
CHICAGO, IL60654
X
WAUD CAPITAL PARTNERS II, L.P.
300 N. LASALLE STREET, SUITE 4900
CHICAGO, IL60654
X
WAUD CAPITAL PARTNERS QP II, L.P.
300 N. LASALLE STREET, SUITE 4900
CHICAGO, IL60654
X
WCP FIF II (ACADIA), L.P.
300 N. LASALLE STREET, SUITE 4900
CHICAGO, IL60654
X
WAUD CAPITAL AFFILIATES II, L.L.C.
300 N. LASALLE STREET, SUITE 4900
CHICAGO, IL60654
X
REEVE B. WAUD 2011 FAMILY TRUST
300 N. LASALLE STREET, SUITE 4900
CHICAGO, IL60654
X
WAUD FAMILY PARTNERS, L.P.
300 N. LASALLE STREET, SUITE 4900
CHICAGO, IL60654
X
Signatures
Waud Capital Partners II, L.L.C., by /s/ Reeve B. Waud, its manager 12/14/2012
Signature of Reporting Person Date
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 12/14/2012
Signature of Reporting Person Date
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 12/14/2012
Signature of Reporting Person Date
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 12/14/2012
Signature of Reporting Person Date
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 12/14/2012
Signature of Reporting Person Date
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 12/14/2012
Signature of Reporting Person Date
Reeve B. Waud 2011 Family Trust, by /s/ Cornelius B. Waud, its trustee 12/14/2012
Signature of Reporting Person Date
Waud Family Partners, L.P., by /s/ Reeve B. Waud, its general partner 12/14/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reported shares are owned of record as follows: (i) 2,117,532 shares by Waud Capital Partners II, L.P. ("WCP II"), (ii) 3,871,185 shares by Waud Capital Partners QP II, L.P. ("Waud QP II"), (iii) 590,810 shares by WCP FIF II (Acadia), L.P. ("WCP FIF II"), (iv) 605,092 shares by Waud Capital Affiliates II, L.L.C. ("Waud Affiliates II"), (v) 673,774 shares by the Reeve B. Waud 2011 Family Trust (the "Waud Trust") and (vi) 74,864 shares by Waud Family Partners, L.P. ("WFP LP").
( 2 )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.
( 3 )Each of the reporting persons expressly disclaims beneficial ownership of the reported shares except to the extent of its pecuniary interest therein.

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.

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).

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