Sec Form 4 Filing - Carlucci Joseph A @ American Renal Associates Holdings, Inc. - 2021-01-25

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 Carlucci Joseph A 2. Issuer Name and Ticker or Trading Symbol American Renal Associates Holdings, Inc. [ ARA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O ARAH, INC., 500 CUMMINGS CENTER, SUITE 6550 3. Date of Earliest Transaction (MM/DD/YY) 01/25/2021 (Street) BEVERLY, MA01915 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 01/25/2021 D 590,879 D 0 D Common Stock 01/25/2021 D 654,285 D 0 I See Footnote ( 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 Stock Option (Right to Buy) $ 6.47 01/25/2021 D 199,307 ( 3 ) 03/22/2023 Common Stock 199,307 ( 3 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Carlucci Joseph A C/O ARAH, INC. 500 CUMMINGS CENTER, SUITE 6550 BEVERLY, MA01915 X Chief Executive Officer Signatures /s/ Victoria A. Labriola, attorney-in-fact 01/26/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On January 25, 2021, pursuant to that certain Agreement and Plan of Merger, dated as of October 1, 2020 (the "Merger Agreement"), by and among the Issuer, IRC Superman Midco, LLC ("IRC") and Superman Merger Sub, Inc. ("Merger Sub"), Merger Sub merged with and into the Issuer with the Issuer surviving as a wholly owned subsidiary of IRC (the "Merger"). Upon consummation of the Merger (the "Effective Time"), each share of common stock of the Issuer was cancelled and converted into the right to receive $11.50 per share in cash (the "Per Share Merger Consideration"). In addition, each unvested share of restricted stock, including performance-based restricted stock, automatically vested and was converted in the right to receive the Per Share Merger Consideration. ( 2 )Shares held by trusts for the benefit of the Reporting Person's family. The Reporting Person disclaims beneficial ownership of the shares held by such trusts, except to the extent of the Reporting Person's pecuniary interest therein. The filing of this statement by the Reporting Person shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, such Reporting Person is the beneficial owner of the securities reported herein. ( 3 )Pursuant to the procedures set forth in the Merger Agreement, immediately prior to the Effective Time, each option vested in full and was cancelled in exchange for the right to receive an amount in cash equal to the product of (x) the total number of shares subject to the option multiplied by (y) the excess, if any, of the Per Share Merger Consideration over the exercise price per share under such option, less applicable withholding taxes. If the amount that could have been obtained upon the exercise of the option pursuant to the foregoing is equal to or less than zero, then the option was terminated without payment.

Remarks: Exhibit 24 - Power of Attorney

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