Sec Form 4 Filing - ASP ADS Investco, LLC @ ADVANCED DRAINAGE SYSTEMS, INC. - 2017-02-15

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
ASP ADS Investco, LLC
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 X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O AMERICAN SECURITIES LLC, 299 PARK AVE, 34TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
02/15/2017
(Street)
NEW YORK, NY10171
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 02/15/2017 S 3,750,000 D $ 22.15 3,796,908 D ( 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
ASP ADS Investco, LLC
C/O AMERICAN SECURITIES LLC
299 PARK AVE, 34TH FLOOR
NEW YORK, NY10171
X
American Securities Partners V, L.P.
C/O AMERICAN SECURITIES LLC
299 PARK AVE, 34TH FLOOR
NEW YORK, NY10017
X
American Securities Partners V(B), L.P.
C/O AMERICAN SECURITIES LLC
299 PARK AVE, 34TH FLOOR
NEW YORK, NY10017
X
American Securities Partners V (C) L.P.
C/O AMERICAN SECURITIES LLC
299 PARK AVE, 34TH FLOOR
NEW YORK, NY10017
X
American Securities Associates V, LLC
C/O AMERICAN SECURITIES LLC
299 PARK AVE, 34TH FLOOR
NEW YORK, NY10017
X
AMERICAN SECURITIES LLC
299 PARK AVE, 34TH FLOOR
NEW YORK, NY10171
X
Signatures
ASP ADS Investco, LLC By: ASP Manager Corp., its manager By: /s/ Michael G. Fisch, Michael G. Fisch, President 02/17/2017
Signature of Reporting Person Date
American Securities Partners V, L.P. By: American Securities Associates V, LLC, its general partner By: /s/ Michael G. Fisch, Michael G. Fisch, as Managing Member 02/17/2017
Signature of Reporting Person Date
American Securities Partners V(B), L.P. By: American Securities Associates V, LLC, its general partner By: /s/ Michael G. Fisch, Michael G. Fisch, as Managing Member 02/17/2017
Signature of Reporting Person Date
American Securities Partners V(C), L.P. By: American Securities Associates V, LLC, its general partner By: /s/ Michael G. Fisch, Michael G. Fisch, as Managing Member 02/17/2017
Signature of Reporting Person Date
American Securities Associates V, LLC By: /s/ Michael G. Fisch, Michael G. Fisch, as Managing Member 02/17/2017
Signature of Reporting Person Date
American Securities LLC By: /s/ Michael G. Fisch, Michael G. Fisch, as President and Chief Executive Officer 02/17/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares are directly owned by ASP ADS Investco, LLC ("ASPADS") and may also be deemed to be indirectly beneficially owned by: (i) American Securities Partners V, L.P., American Securities Partners V(B), L.P. and American Securities Partners V(C), L.P. (each, a "Sponsor"), the owners of membership interests in ASPADS; and (ii) American Securities Associates V, LLC ("GP"), the general partner of each Sponsor. American Securities LLC provides investment advisory services to each Sponsor.
( 2 )Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of such Reporting Person's pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Remarks:
Exhibit 99.1 Joint Filer Information, incorporated herein by reference.

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).
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