Sec Form 4 Filing - VESTAR MANAGERS V LTD. @ Civitas Solutions, Inc. - 2015-10-01

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
VESTAR MANAGERS V LTD.
2. Issuer Name and Ticker or Trading Symbol
Civitas Solutions, Inc. [ CIVI]
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 VESTAR CAPITAL PARTNERS, 245 PARK AVENUE, 41ST FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
10/01/2015
(Street)
NEW YORK, NY10167
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 10/01/2015 J( 1 ) 25,250,000 D $ 0 0 I By NMH Investment, LLC ( 2 ) ( 3 ) ( 4 )
Common Stock 10/01/2015 J( 5 ) V 15,411,756 A $ 0 15,411,756 I By Vestar Capital Partners V, L.P. ( 6 ) ( 7 )
Common Stock 10/01/2015 J( 8 ) V 4,238,591 A $ 0 4,238,591 I By Vestar Capital Partners V-A, L.P. ( 9 ) ( 7 )
Common Stock 10/01/2015 J( 10 ) V 558,090 A $ 0 558,090 I By Vestar Capital Partners V-B, L.P. ( 11 ) ( 7 )
Common Stock 10/01/2015 J( 12 ) V 546,938 A $ 0 546,938 I By Vestar/NMH Investors, LLC ( 13 ) ( 7 )
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
VESTAR MANAGERS V LTD.
C/O VESTAR CAPITAL PARTNERS
245 PARK AVENUE, 41ST FLOOR
NEW YORK, NY10167
X
Vestar Capital Partners V L P
C/O VESTAR CAPITAL PARTNERS
245 PARK AVENUE, 41ST FLOOR
NEW YORK, NY10167
X
Vestar Capital Partners V A L P
C/O VESTAR CAPITAL PARTNERS
245 PARK AVENUE, 41ST FLOOR
NEW YORK, NY10167
X
Vestar Capital Partners V-B LP
C/O VESTAR CAPITAL PARTNERS
245 PARK AVENUE, 41ST FLOOR
NEW YORK, NY10167
X
Vestar/NMH Investors, LLC
C/O VESTAR CAPITAL PARTNERS
245 PARK AVENUE, 41ST FLOOR
NEW YORK, NY10167
X
Vestar Executives V LP
C/O VESTAR CAPITAL PARTNERS
245 PARK AVENUE, 41ST FLOOR
NEW YORK, NY10167
X
Vestar Co-Invest V, L.P.
C/O VESTAR CAPITAL PARTNERS
245 PARK AVENUE, 41ST FLOOR
NEW YORK, NY10167
X
VESTAR ASSOCIATES V, L.P.
C/O VESTAR CAPITAL PARTNERS
245 PARK AVENUE, 41ST FLOOR
NEW YORK, NY10167
X
OCONNELL DANIEL S
C/O VESTAR CAPITAL PARTNERS
245 PARK AVENUE, 41ST FLOOR
NEW YORK, NY10167
X
Signatures
Vestar Capital Partners V, L.P., by /s/ Steven Della Rocca, by power of attorney 10/05/2015
Signature of Reporting Person Date
Vestar Capital Partners V-A, L.P., by /s/ Steven Della Rocca, by power of attorney 10/05/2015
Signature of Reporting Person Date
Vestar Capital Partners V-B, L.P., by /s/ Steven Della Rocca, by power of attorney 10/05/2015
Signature of Reporting Person Date
Vestar/NMH Investors, LLC, by /s/ Steven Della Rocca, by power of attorney 10/05/2015
Signature of Reporting Person Date
Vestar Executives V, L.P., by /s/ Steven Della Rocca, by power of attorney 10/05/2015
Signature of Reporting Person Date
Vestar Co-Invest V, L.P., by /s/ Steven Della Rocca, by power of attorney 10/05/2015
Signature of Reporting Person Date
Vestar Associates V, L.P., by /s/ Steven Della Rocca, by power of attorney 10/05/2015
Signature of Reporting Person Date
Vestar Managers V Ltd., by /s/ Steven Della Rocca, by power of attorney 10/05/2015
Signature of Reporting Person Date
Daniel S. O'Connell, by /s/ Steven Della Rocca, by power of attorney 10/05/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents a pro rata distribution of shares of common stock of the issuer made by NMH Investment, LLC to its members for no consideration on October 1, 2015 (the "Distribution").
( 2 )These shares were held directly by NMH Investment, LLC ("NMH Investment"). Vestar Capital Partners V, L.P. (the "Fund"), Vestar Capital Partners V-A, L.P. ("Fund V-A"), Vestar Capital Partners V-B, L.P. ("Fund V-B") and Vestar/NMH Investors, LLC ("Vestar/NMH Investors") were members of NMH Investment that had the power to appoint a majority of the members of the management committee of NMH Investment and as a result had the power to direct the management of NMH Investment's business, including the power to direct decisions of NMH Investment regarding the vote and disposition of securities held by NMH Investment.
( 3 )The Fund is the managing member of Vestar/NMH Investors, and Vestar Executives V, L.P. ("Vestar Executives V") and Vestar Co-Invest V, L.P. ("Vestar Co-Invest V") are members of Vestar/NMH Investors. Vestar Associates V, L.P. ("Vestar Associates V") is the general partner of the Fund, Fund V-A, Fund V-B and Vestar Executives V. Vestar Managers V Ltd. ("VMV") is the general partner of Vestar Associates V and Vestar Co-Invest V. Daniel S. O'Connell is the sole director of VMV. As a result of these relationships, each of the Fund, Fund V-A, Fund V-B, Vestar/NMH Investors, Vestar Executives V, Vestar Co-Invest V, Vestar Associates V, VMV and Mr. O'Connell may be deemed to have had beneficial ownership of the shares held by NMH Investment.
( 4 )(Continued From Footnote 3) Each of the Fund, Fund V-A, Fund V-B, Vestar/NMH Investors, Vestar Executives V, Vestar Co-Invest V, Vestar Associates V, VMV and Mr. O'Connell disclaimed beneficial ownership of the securities beneficially owned by NMH Investment except to the extent of its or his res pective pecuniary interest therein.
( 5 )The Fund received 15,411,756 shares of common stock of the issuer in the Distribution. The Fund previously reported indirect beneficial ownership of all of the shares of the issuer owned by NMH Investment, LLC. The acquisition of such shares by the Fund was exempt under Rule 16a-9 and Rule 16a-13.
( 6 )These shares are held directly by the Fund. Vestar Associates V is the general partner of the Fund. VMV is the general partner of Vestar Associates V. Mr. O'Connell is the sole director of VMV.
( 7 )As a result of these relationships, each of the Vestar Executives V, Vestar Co-Invest V, Vestar Associates V, VMV and Mr. O'Connell may be deemed to have beneficial ownership of the shares held directly by Fund, Fund V-A, Fund V-B and Vestar/NMH Investors. Each of the Vestar Executives V, Vestar Co-Invest V, Vestar Associates V, VMV and Mr. O'Connell disclaims beneficial ownership of the securities beneficially owned by Fund, Fund V-A, Fund V-B and Vestar/NMH Investors, except to the extent of its or his respective pecuniary interest therein.
( 8 )Fund V-A received 4,238,591 shares of common stock of the issuer in the Distribution. Fund V-A previously reported indirect beneficial ownership of all of the shares of the issuer owned by NMH Investment, LLC. The acquisition of such shares by Fund V-A was exempt under Rule 16a-9 and Rule 16a-13.
( 9 )These shares are held directly by Fund V-A. Vestar Associates V is the general partner of Fund V-A. VMV is the general partner of Vestar Associates V. Mr. O'Connell is the sole director of VMV.
( 10 )Fund V-B received 558,090 shares of common stock of the issuer in the Distribution. Fund V-B previously reported indirect beneficial ownership of all of the shares of the issuer owned by NMH Investment, LLC. The acquisition of such shares by Fund V-B was exempt under Rule 16a-9 and Rule 16a-13.
( 11 )These shares are held directly by Fund V-B. Vestar Associates V is the general partner of Fund V-B. VMV is the general partner of Vestar Associates V. Mr. O'Connell is the sole director of VMV.
( 12 )Vestar/NMH Investors received 546,938 shares of common stock of the issuer in the Distribution. Fund V-A previously reported indirect beneficial ownership of all of the shares of the issuer owned by NMH Investment, LLC. The acquisition of such shares by Fund V-A was exempt under Rule 16a-9 and Rule 16a-13.
( 13 )These shares are held directly by Vestar/NMH Investors. The Fund is the managing member of Vestar/NMH Investors, and Vestar Executives V and Vestar Co-Invest V are members of Vestar/NMH Investors. Vestar Associates V is the general partner of the Fund and Vestar Executives V. VMV is the general partner of Vestar Associates V and Vestar Co-Invest V. Mr. O'Connell is the sole director of VMV.

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