Sec Form 4 Filing - MILLER ALAN B @ UNIVERSAL HEALTH SERVICES INC - 2021-10-27

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
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)
Executive Chairman
(Last) (First) (Middle)
UNIVERSAL HEALTH SERVICES, INC., 367 SOUTH GULPH ROAD
3. Date of Earliest Transaction (MM/DD/YY)
10/27/2021
(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 10/27/2021 J( 1 ) 51,578 D $ 0 78,794 I MDM 2014 LLC as held by the Marc Daniel Miller 2020 GRAT
Class B Common Stock 10/27/2021 J( 1 ) 51,578 A $ 0 97,199 I MDM 2014 LLC as held by Alan B. Miller
Class B Common Stock 10/27/2021 J( 2 ) 23,382 D $ 0 35,690 I MS 2014 LLC as held by The Marni Spencer 2020 GRAT
Class B Common Stock 10/27/2021 J( 2 ) 23,382 A $ 0 47,562 I MS 2014 LLC as held by Alan B. Miller
Class B Common Stock 10/27/2021 J( 3 ) 23,382 D $ 0 35,690 I AMK 2014 LLC as held by The Abby Miller King 2020 GRAT
Class B Common Stock 10/27/2021 J( 3 ) 23,382 A $ 0 47,562 I AMK 2014 LLC as held by Alan B. Miller
Class B Common Stock 10/28/2021 J( 4 ) 35,690 D $ 126.17 0 I MS 2014 LLC as held by The Marni Spencer 2020 GRAT
Class B Common Stock 10/28/2021 J( 4 ) 35,690 A $ 126.17 83,252 I MS 2014 LLC as held by Alan B. Miller
Class B Common Stock 10/28/2021 J( 5 ) 78,794 D $ 126.17 0 I MDM 2014 LLC as held by the Marc Daniel Miller 2020 GRAT
Class B Common Stock 10/28/2021 J( 5 ) 78,794 A $ 126.17 175,993 I MDM 2014 LLC as held by Alan B. Miller
Class B Common Stock 10/28/2021 J( 6 ) 35,690 D $ 126.17 0 I AMK 2014 LLC as held by The Abby Miller King 2020 GRAT
Class B Common Stock 10/28/2021 J( 6 ) 35,690 A $ 126.17 83,252 I AMK 2014 LLC as held by Alan B. Miller
Class B Common Stock 10/28/2021 J( 7 ) 108,562 D $ 126.17 0 I Abby Miller King 2020 GRAT
Class B Common Stock 10/28/2021 J( 7 ) 108,562 A $ 126.17 810,939 D
Class B Common Stock 10/28/2021 J( 8 ) 108,562 D $ 126.17 0 I Marni Spencer 2020 GRAT
Class B Common Stock 10/28/2021 J( 8 ) 108,562 A $ 126.17 919,501 D
Class B Common Stock 10/28/2021 J( 9 ) 144,749 D $ 126.17 0 I Marc Daniel Miller 2020 GRAT
Class B Common Stock 10/28/2021 J( 9 ) 144,749 A $ 126.17 1,064,250 D
Class B Common Stock 41,438 I Abby Miller King 2021 GRAT
Class B Common Stock 16,748 I AMK 2014 LLC held by The Abby Danielle Miller 2002 Trust
Class B Common Stock 55,763 I By The Abby Miller King 2011 Family Trust
Class B Common Stock 55,251 I Marc Daniel Miller 2021 GRAT
Class B Common Stock 41,438 I Marni Spencer 2021 GRAT
Class B Common Stock 24,007 I MDM 2014 LLC held by The Marc Daniel Miller 2002 Trust
Class B Common Stock 16,748 I MS 2014 LLC held by The Marni Spencer 2002 Trust
Class B Common Stock 9,810 I The Alan and Jill Miller Foundation ( 10 )
Class B Common Stock 59,900 I The Marc Daniel Miller 2011 Family Trust
Class B Common Stock 55,763 I The Marni Spencer 2011 Family Trust
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 ( 11 ) 10/27/2021 J( 1 ) 38,684 ( 12 ) ( 13 ) Class B Common Stock 38,684 $ 0 59,095 I MDM 2014 LLC as held by the Marc Daniel Miller 2020 GRAT
Class A Common Stock ( 11 ) 10/27/2021 J( 1 ) 38,684 ( 12 ) ( 13 ) Class B Common Stock 38,684 $ 0 72,900 I MDM 2014 LLC as held by Alan B. Miller
Class A Common Stock ( 11 ) 10/27/2021 J( 2 ) 23,382 ( 12 ) ( 13 ) Class B Common Stock 23,382 $ 0 35,690 I MS 2014 LLC as held by The Marni Spencer 2020 GRAT
Class A Common Stock ( 11 ) 10/27/2021 J( 2 ) 23,382 ( 12 ) ( 13 ) Class B Common Stock 23,382 $ 0 47,562 I MS 2014 LLC as held by Alan B. Miller
Class A Common Stock ( 11 ) 10/27/2021 J( 3 ) 23,382 ( 12 ) ( 13 ) Class B Common Stock 23,382 $ 0 35,690 I AMK 2014 LLC as held by The Abby Miller King 2020 GRAT
Class A Common Stock ( 11 ) 10/27/2021 J( 3 ) 23,382 ( 12 ) ( 13 ) Class B Common Stock 23,382 $ 0 47,562 I AMK 2014 LLC as held by Alan B. Miller
Class A Common Stock ( 11 ) 10/28/2021 J( 5 ) 59,095 ( 12 ) ( 13 ) Class B Common Stock 59,095 $ 126.17 0 I MDM 2014 LLC as held by the Marc Daniel Miller 2020 GRAT
Class A Common Stock ( 11 ) 10/28/2021 J( 5 ) 59,095 ( 12 ) ( 13 ) Class B Common Stock 59,095 $ 126.17 131,995 I MDM 2014 LLC as held by Alan B. Miller
Class A Common Stock ( 11 ) 10/28/2021 J( 4 ) 35,690 ( 12 ) ( 13 ) Class B Common Stock 35,690 $ 126.17 0 I MS 2014 LLC as held by The Marni Spencer 2020 GRAT
Class A Common Stock ( 11 ) 10/28/2021 J( 4 ) 35,690 ( 12 ) ( 13 ) Class B Common Stock 35,690 $ 126.17 83,252 I MS 2014 LLC as held by Alan B. Miller
Class A Common Stock ( 11 ) 10/28/2021 J( 6 ) 35,690 ( 12 ) ( 13 ) Class B Common Stock 35,690 $ 126.17 0 I AMK 2014 LLC as held by The Abby Miller King 2020 GRAT
Class A Common Stock ( 11 ) 10/28/2021 J( 6 ) 35,690 ( 12 ) ( 13 ) Class B Common Stock 35,690 $ 126.17 83,252 I AMK 2014 LLC as held by Alan B. Miller
Class A Common Stock ( 11 ) ( 12 ) ( 13 ) Class B Common Stock 4,155,255 4,155,255 D
Class A Common Stock ( 11 ) ( 12 ) ( 13 ) Class B Common Stock 258,630 258,630 I The Alan B. Miller 2002 Trust
Class A Common Stock ( 11 ) ( 12 ) ( 13 ) Class B Common Stock 16,748 16,748 I MS 2014 LLC held by The Marni Spencer 2002 Trust
Class A Common Stock ( 11 ) ( 12 ) ( 13 ) Class B Common Stock 18,005 18,005 I MDM 2014 LLC held by The Marc Daniel Miller 2002 Trust
Class A Common Stock ( 11 ) ( 12 ) ( 13 ) Class B Common Stock 16,748 16,748 I AMK 2014 LLC held by The Abby Danielle Miller 2002 Trust
Class A Common Stock ( 11 ) ( 12 ) ( 13 ) Class B Common Stock 400,000 400,000 I Alan B. Miller Marital Trust (f/b/o Jill Miller)
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 Executive Chairman
Signatures
/s/ Steve Filton, Attorney-in-Fact for Alan B. Miller 10/29/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On October 27, 2021, The Marc Daniel Miller 2020 LLC GRAT distributed 25.78899% of the MDM 2014 LLC to Alan B. Miller. Mr. Alan B. Miller's pecuniary interest in these shares is unchanged. All distributions hereinbefore described were made pursuant to the terms of the Trust Agreement creating each 2020 LLC GRAT. The MDM 2014 LLC holds 200,000 shares of Class B Common Stock and 150,000 shares of Class A Common Stock.
( 2 )On October 27, 2021, The Marni Spencer 2020 LLC GRAT distributed 23.38211% of the MS 2014 LLC to Alan B. Miller. Mr. Alan B. Miller's pecuniary interest in these shares is unchanged. All distributions hereinbefore described were made pursuant to the terms of the Trust Agreement creating each 2020 LLC GRAT. The MS 2014 LLC holds 100,000 shares of Class B Common Stock and 100,000 shares of Class A Common Stock.
( 3 )On October 27, 2021, The Abby Miller King 2020 LLC GRAT distributed 23.38211% of the AMK 2014 LLC to Alan B. Miller. Mr. Alan B. Miller's pecuniary interest in these shares is unchanged. All distributions hereinbefore described were made pursuant to the terms of the Trust Agreement creating each 2020 LLC GRAT. The AMK 2014 LLC holds 100,000 shares of Class B Common Stock and 100,000 shares of Class A Common Stock.
( 4 )On October 28, 2021, Alan B. Miller withdrew a 35.69034% interest in the MS 2014 LLC (corresponding to 35,690 shares of each of Class A and Class B common stock) from the Marni Spencer 2020 LLC GRAT. In exchange for the MS 2014 LLC interests, Alan B. Miller contributed to the Marni Spencer 2020 LLC GRAT a promissory note for the value of such interests. The withdrawal of MS 2014 interests from the Marni Spencer 2020 LLC GRAT resulted in a decrease in the number of shares Alan B. Miller beneficially owns indirectly through the Marni Spencer 2020 LLC GRAT and a corresponding increase in the number of shares Alan B. Miller beneficially owns indirectly through the MS 2014 LLC. This withdrawal of MS 2014 LLC interests from the Marni Spencer 2020 LLC GRAT constitutes a change in form of but not the amount of beneficial ownership of the shares.
( 5 )On October 28, 2021, Alan B. Miller withdrew a 39.39690% interest in the MDM 2014 LLC (corresponding to 59,095 shares of Class A common stock and 78,794 shares of Class B common stock) from the Marc Daniel Miller 2020 LLC GRAT. In exchange for the MDM 2014 LLC interests, Alan B. Miller contributed to the Marc Daniel Miller 2020 LLC GRAT a promissory note for the value of such interests. The withdrawal of MDM 2014 interests from the Marc Daniel Miller 2020 LLC GRAT resulted in a decrease in the number of shares Alan B. Miller beneficially owns indirectly through the Marc Daniel Miller 2020 LLC GRAT and a corresponding increase in the number of shares Alan B. Miller beneficially owns indirectly through the MDM 2014 LLC. This withdrawal of MDM 2014 LLC interests from the Marc Daniel Miller 2020 LLC GRAT constitutes a change in form of but not the amount of beneficial ownership of the shares.
( 6 )On October 28, 2021, Alan B. Miller withdrew a 35.69034% interest in the AMK 2014 LLC (corresponding to 35,690 shares of each of Class A and Class B common stock) from the Abby Miller King 2020 LLC GRAT. In exchange for the AMK 2014 LLC interests, Alan B. Miller contributed to the Abby Miller King 2020 LLC GRAT a promissory note for the value of such interests. The withdrawal of AMK 2014 interests from the Abby Miller King 2020 LLC GRAT resulted in a decrease in the number of shares Alan B. Miller beneficially owns indirectly through the Abby Miller King 2020 LLC GRAT and a corresponding increase in the number of shares Alan B. Miller beneficially owns indirectly through the AMK 2014 LLC. This withdrawal of AMK 2014 LLC interests from the Abby Miller King 2020 LLC GRAT constitutes a change in form of but not the amount of beneficial ownership of the shares.
( 7 )On October 28, 2021, Alan B. Miller withdrew 108,562 shares of Class B common stock from the Abby Miller King 2020 GRAT. In exchange for the shares, Alan B. Miller contributed to the Abby Miller King 2020 GRAT a promissory note for the value of such shares. The withdrawal of shares from the Abby Miller King 2020 GRAT resulted in a decrease in the number of shares Alan B. Miller beneficially owns indirectly through the Abby Miller King 2020 GRAT and a corresponding increase in the number of shares Alan B. Miller beneficially owns directly. This withdrawal of shares from the Abby Miller King 2020 GRAT constitutes a change in form of but not the amount of beneficial ownership of the shares.
( 8 )On October 28, 2021, Alan B. Miller withdrew 108,562 shares of Class B common stock from the Marni Spencer 2020 GRAT. In exchange for the shares, Alan B. Miller contributed to the Marni Spencer 2020 GRAT a promissory note for the value of such shares. The withdrawal of shares from the Marni Spencer 2020 GRAT resulted in a decrease in the number of shares Alan B. Miller beneficially owns indirectly through the Marni Spencer 2020 GRAT and a corresponding increase in the number of shares Alan B. Miller beneficially owns directly. This withdrawal of shares from the Marni Spencer 2020 GRAT constitutes a change in form of but not the amount of beneficial ownership of the shares.
( 9 )On October 28, 2021, Alan B. Miller withdrew 144,749 shares of Class B common stock from the Marc Daniel Miller 2020 GRAT. In exchange for the shares, Alan B. Miller contributed to the Marc Daniel Miller 2020 GRAT a promissory note for the value of such shares. The withdrawal of shares from the Marc Daniel Miller 2020 GRAT resulted in a decrease in the number of shares Alan B. Miller beneficially owns indirectly through the Marc Daniel Miller 2020 GRAT and a corresponding increase in the number of shares Alan B. Miller beneficially owns directly. This withdrawal of shares from the Marc Daniel Miller 2020 GRAT constitutes a change in form of but not the amount of beneficial ownership of the shares.
( 10 )Mr. Alan B. Miller disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that Mr. Alan B. Miller is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
( 11 )The Class A Common Stock is convertible into Class B Common Stock on a share for share basis.
( 12 )Immediately.
( 13 )Not Applicable.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.