Sec Form 4 Filing - MILLER ALAN B @ UNIVERSAL HEALTH SERVICES INC - 2017-02-17

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 MILLER ALAN B 2. Issuer Name and Ticker or Trading Symbol UNIVERSAL HEALTH SERVICES INC [ UHS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chairman and CEO (Last) (First) (Middle) UNIVERSAL HEALTH SERVICES, INC., 367 SOUTH GULPH ROAD 3. Date of Earliest Transaction (MM/DD/YY) 02/17/2017 (Street) KING OF PRUSSIA, PA19406 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 Class B Common Stock 02/17/2017 J( 1 )( 2 ) 60,042 D $ 0 0 I AMK 2014 LLC held by The Abby Miller King 2014 GRAT Class B Common Stock 02/17/2017 J( 1 )( 2 ) 45,184 A $ 0 967,061 D Class B Common Stock 02/17/2017 J( 1 )( 2 ) 14,858 A $ 0 14,858 I AMK 2014 LLC held by The Abby Danielle Miller 2002 Trust Class B Common Stock 02/17/2017 J( 1 )( 2 ) 60,042 D $ 0 0 I MDM 2014 LLC held by The Marc Daniel Miller 2014 GRAT Class B Common Stock 02/17/2017 J( 1 )( 2 ) 45,184 A $ 0 1,012,245 D Class B Common Stock 02/17/2017 J( 1 )( 2 ) 14,858 A $ 0 14,858 I MDM 2014 LLC held by The Marc Daniel Miller 2002 Trust Class B Common Stock 02/17/2017 J( 1 )( 2 ) 60,042 D $ 0 0 I MS 2014 LLC held by The Marni Spencer 2014 GRAT Class B Common Stock 02/17/2017 J( 1 )( 2 ) 45,184 A $ 0 1,057,429 D Class B Common Stock 02/17/2017 J( 1 )( 2 ) 14,858 A $ 0 14,858 I MS 2014 LLC held by The Marni Spencer 2002 Trust Class B Common Stock 02/17/2017 J( 3 ) 17,699 D $ 0 22,259 I AMK 2014 LLC held by The Abby Miller King 2015 GRAT Class B Common Stock 02/17/2017 J( 3 ) 17,699 A $ 0 1,075,128 D Class B Common Stock 02/17/2017 J( 3 ) 17,699 D $ 0 22,259 I MDM 2014 LLC held by The Marc Daniel Miller 2015 GRAT Class B Common Stock 02/17/2017 J( 3 ) 17,699 A $ 0 1,092,827 D Class B Common Stock 02/17/2017 J( 3 ) 17,699 D $ 0 22,259 I MS 2014 LLC held by The Marni Spencer 2015 GRAT Class B Common Stock 02/17/2017 J( 3 ) 17,699 A $ 0 1,110,526 D Class B Common Stock 02/17/2017 J( 4 ) 62,883 D $ 0 1,047,643 D Class B Common Stock 02/17/2017 J( 4 ) 62,883 A $ 0 62,883 I AMK 2014 LLC held by The Abby Miller King 2017 GRAT Class B Common Stock 02/17/2017 J( 4 ) 62,883 D $ 0 984,760 D Class B Common Stock 02/17/2017 J( 4 ) 62,883 A $ 0 62,883 I MDM 2014 LLC held by The Marc Daniel Miller 2017 GRAT Class B Common Stock 02/17/2017 J( 4 ) 62,883 D $ 0 921,877 D Class B Common Stock 02/17/2017 J( 4 ) 62,883 A $ 0 62,883 I MS 2014 LLC held by The Marni Spencer 2017 GRAT

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 Class A Common Stock ( 4 ) 02/17/2017 J( 1 )( 2 ) 60,042 ( 6 ) ( 7 ) Class B Common Stock 60,042 $ 0 0 I AMK 2014 LLC held by The Abby Miller King 2014 GRAT Class A Common Stock ( 4 ) 02/17/2017 J( 1 )( 2 ) 45,184 ( 6 ) ( 7 ) Class B Common Stock 45,184 $ 0 4,200,439 D Class A Common Stock ( 1 ) ( 2 ) 02/17/2017 J( 1 )( 2 ) 14,858 ( 6 ) ( 7 ) Class B Common Stock 14,858 $ 0 14,858 I AMK 2014 LLC held by The Abby Danielle Miller 2002 Trust Class A Common Stock ( 4 ) 02/17/2017 J( 1 )( 2 ) 90,063 ( 6 ) ( 7 ) Class B Common Stock 90,063 $ 0 0 I MDM 2014 LLC held by The Marc Daniel Miller 2014 GRAT Class A Common Stock ( 4 ) 02/17/2017 J( 1 )( 2 ) 67,776 ( 6 ) ( 7 ) Class B Common Stock 67,776 $ 0 4,268,215 D Class A Common Stock ( 1 ) ( 2 ) 02/17/2017 J( 1 )( 2 ) 22,287 ( 6 ) ( 7 ) Class B Common Stock 22,287 $ 0 22,287 I MDM 2014 LLC held by The Marc Daniel Miller 2002 Trust Class A Common Stock ( 4 ) 02/17/2017 J( 1 )( 2 ) 60,042 ( 6 ) ( 7 ) Class B Common Stock 60,042 $ 0 0 I MS 2014 LLC held by The Marni Spencer 2014 GRAT Class A Common Stock ( 5 ) 02/17/2017 J( 1 )( 2 ) 45,184 ( 6 ) ( 7 ) Class B Common Stock 45,184 $ 0 4,313,399 D Class A Common Stock ( 1 ) ( 2 ) 02/17/2017 J( 1 )( 2 ) 14,858 ( 6 ) ( 7 ) Class B Common Stock 14,858 $ 0 14,858 I MS 2014 LLC held by The Marni Spencer 2002 Trust Class A Common Stock ( 5 ) 02/17/2017 J( 3 ) 17,699 ( 6 ) ( 7 ) Class B Common Stock 17,699 $ 0 22,259 I AMK 2014 LLC held by The Abby Miller King 2015 GRAT Class A Common Stock ( 5 ) 02/17/2017 J( 3 ) 17,699 ( 6 ) ( 7 ) Class B Common Stock 17,699 $ 0 4,331,098 D Class A Common Stock ( 5 ) 02/17/2017 J( 3 ) 26,549 ( 6 ) ( 7 ) Class B Common Stock 26,549 $ 0 33,388 I MDM 2014 LLC held by The Marc Daniel Miller 2015 GRAT Class A Common Stock ( 5 ) 02/17/2017 J( 3 ) 26,549 ( 6 ) ( 7 ) Class B Common Stock 26,549 $ 0 4,357,647 D Class A Common Stock ( 5 ) 02/17/2017 J( 3 ) 17,699 ( 6 ) ( 7 ) Class B Common Stock 17,699 $ 0 22,259 I MS 2014 LLC held by The Marni Spencer 2015 GRAT Class A Common Stock ( 5 ) 02/17/2017 J( 3 ) 17,699 ( 6 ) ( 7 ) Class B Common Stock 17,699 $ 0 4,375,346 D Class A Common Stock ( 5 ) 02/17/2017 J( 4 ) 62,883 ( 6 ) ( 7 ) Class B Common Stock 62,883 $ 0 4,312,463 D Class A Common Stock ( 5 ) 02/17/2017 J( 4 ) 62,883 ( 6 ) ( 7 ) Class B Common Stock 62,883 $ 0 62,883 I AMK 2014 LLC held by The Abby Miller King 2017 GRAT Class A Common Stock ( 5 ) 02/17/2017 J( 4 ) 94,325 ( 6 ) ( 7 ) Class B Common Stock 94,325 $ 0 4,218,138 D Class A Common Stock ( 5 ) 02/17/2017 J( 4 ) 94,325 ( 6 ) ( 7 ) Class B Common Stock 94,325 $ 0 94,325 I MDM 2014 LLC held by The Marc Daniel Miller 2017 GRAT Class A Common Stock ( 5 ) 02/17/2017 J( 4 ) 62,883 ( 6 ) ( 7 ) Class B Common Stock 62,883 $ 0 4,155,255 D Class A Common Stock ( 5 ) 02/17/2017 J( 4 ) 62,883 ( 6 ) ( 7 ) Class B Common Stock 62,883 $ 0 62,883 I MS 2014 LLC held by The Marni Spencer 2017 GRAT Class A Common Stock ( 5 ) ( 6 ) ( 7 ) Class B Common Stock 400,000 400,000 I Alan B. Miller Marital Trust (f/b/o Jill Miller) Class A Common Stock ( 5 ) ( 6 ) ( 7 ) Class B Common Stock 258,630 258,630 I The Alan B. Miller 2002 Trust

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MILLER ALAN B UNIVERSAL HEALTH SERVICES, INC. 367 SOUTH GULPH ROAD KING OF PRUSSIA, PA19406 X X Chairman and CEO Signatures /s/ Alan B. Miller 02/22/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On February 17, 2017, The Marc Daniel Miller 2014 GRAT distributed a 45.18379% interest in MDM 2014 LLC to Alan B. Miller, The Abby Miller King 2014 GRAT distributed a 45.18437% interest in AMK 2014 LLC to Alan B. Miller and The Marni Spencer 2014 GRAT distributed a 45.18437% interest of MS 2014 LLC to Alan B. Miller The shares reflected represent the amount of shares held by each LLC as represented by the percentage LLC interests distributed. Mr. Miller's pecuniary interest in these shares is unchanged. In addition, The Marc Daniel Miller 2014 GRAT distributed a 14.85844% interest in MDM 2014 LLC to The Marc Daniel Miller 2002 Trust, The Abby Miller King 2014 GRAT distributed a 14.85759% interest in AMK 2014 LLC to The Abby Danielle Miller 2002 Trust and The Marni Spencer 2014 GRAT distributed a 14.85759% interest in MS 2014 LLC to The Marni Spencer 2002 Trust. ( 2 )(Continued From footnote 1) All distributions hereinbefore described were made pursuant to the terms of the Trust Agreement creating each 2014 GRAT. Each 2014 GRAT has now terminated. ( 3 )On February 17, 2017, The Marc Daniel Miller 2015 GRAT distributed a 17.69925% interest in MDM 2014 LLC to Alan B. Miller, The Abby Miller King 2015 GRAT distributed a 17.69948% interest in AMK 2014 LLC to Alan B. Miller and The Marni Spencer 2015 GRAT distributed a 17.69948% interest in MS 2014 LLC to Alan B. Miller (the distributions were made pursuant to the terms of the Trust Agreement creating each 2015 GRAT). The shares reflected represent the amount of shares held by each LLC as represented by the percentage LLC interests distributed. Mr. Miller's pecuniary interest in these shares is unchanged. ( 4 )On February 17, 2017, Alan B. Miller contributed a 62.88303% interest in MDM 2014 LLC to The Marc Daniel Miller 2017 GRAT, a 62.88385% interest in AMK 2014 LLC to The Abby Miller King 2017 GRAT and a 62.88385% interest in MS 2014 LLC to The Marni Spencer 2017 GRAT. The shares reflected represent the amount of shares held by each LLC as represented by the percentage LLC interests contributed. Mr. Miller's pecuniary interest in these shares is unchanged. ( 5 )The Class A Common Stock is convertible into Class B Common Stock on a share for share basis. ( 6 )Immediately ( 7 )Not Applicable

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