SEC Filing | Acadia Healthcare Company, Inc.

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SEC FORM 4 SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

WAUD REEVE B

(Last)

(First)

(Middle)

C/O WAUD CAPITAL PARTNERS, L.L.C.

300 N. LASALLE STREET, SUITE 4900

(Street)

CHICAGO

60654

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Acadia Healthcare Company, Inc. [ ACHC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/14/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common stock, par value $0.01 per share	08/14/2015		S		2,400,001⁽¹⁾	D	$80.47	9,387,258	I	See footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽⁷⁾
Common stock, par value $0.01 per share	08/14/2015		J⁽⁵⁾		19,087	D	$0.00	9,317,053⁽⁶⁾	I	See footnotes⁽³⁾⁽⁴⁾⁽⁷⁾
Common stock, par value $0.01 per share								55,119⁽⁷⁾⁽⁸⁾	D

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents shares sold in an underwritten offering as follows: (i) 516,232 shares by Waud Capital Partners II, L.P. ("WCP II"), (ii) 943,753 shares by Waud Capital Partners QP II, L.P. ("Waud QP II"), (iii) 144,033 shares by WCP FIF II (Acadia), L.P. ("WCP FIF II"), (iv) 31,439 shares by Waud Capital Affiliates II, L.L.C. ("Waud Affiliates II"), (v) 82,859 shares by Waud Capital Partners III, L.P. ("WCP III"), (vi) 468,553 shares by Waud Capital Partners QP III, L.P. ("Waud QP III"), (vii) 205,635 shares by WCP FIF III (Acadia), L.P. ("WCP FIF III") and (viii) 7,497 shares by Waud Capital Affiliates III, L.L.C. ("Waud Affiliates III").

2. The shares are owned of record as follows: (i) 1,521,893 shares by WCP II, (ii) 2,782,263 shares by WCP QP II, (iii) 648,507 shares by the Reeve B. Waud 2011 Family Trust (the "2011 Trust"), (iv) 72,057 shares by Waud Family Partners, L.P. ("WFP LP"), (v) 424,622 shares by WCP FIF II, (vi) 550,962 shares by Waud Affiliates II, (vii) 291,392 shares by Waud Affiliates III, (viii) 606,228 shares by WCP FIF III, (ix) 1,381,335 shares by WCP QP III, (x) 244,274 shares by WCP III, (xi) 33,333 shares by Melissa W. Waud, Mr. Waud's wife, (xii) 4,001 shares by Mr. Kyle D. Lattner for the benefit of Waud Capital Partners, L.L.C. ("WCP LLC"), (xiii) 30,724 shares by WCP LLC and (xiv) 795,667 shares by Crystal Cove LP.

3. Waud Capital Partners Management II, L.P. ("WCPM II") is the general partner of WCP II, WCP QP II and WCP FIF II and the manager of Waud Affiliates II. Waud Capital Partners II, L.L.C. ("WCP II LLC") is the general partner of WCPM II. Waud Capital Partners Management III, L.P. ("WCPM III") is the general partner of WCP FIF III, WCP QP III and WCP III and the Manager of Waud Affiliates III. Waud Capital Partners III, L.L.C. ("WCP III LLC") is the general partner of WCPM III.

4. Mr. Waud may be deemed to beneficially own the shares of common stock described in Footnotes (2) and (6) by virtue of (A) his making decisions for the Limited Partner Committee of each of WCPM II and WCPM III, (B) his being the manager of WCP II LLC and WCP III LLC, (C) his being the general partner of WFP LP, (D) his being the investment advisor of the 2011 Trust, (E) his being married to Ms. Waud, (F) his being the sole manager of WCP LLC and (G) his being the general partner of Crystal Cove LP.

5. Represents pro rata in-kind distributions made by Waud Affiliates II and Waud Affiliates III to certain of their members for no consideration.

6. The shares are owned of record as follows: (i) 1,521,893 shares by WCP II, (ii) 2,782,263 shares by WCP QP II, (iii) 751,113 shares by the 2011 Trust, (iv) 83,530 shares by WFP LP, (v) 424,622 shares by WCP FIF II, (vi) 434,886 shares by Waud Affiliates II, (vii) 223,184 shares by Waud Affiliates III, (viii) 606,228 shares by WCP FIF III, (ix) 1,381,335 shares by WCP QP III, (x) 244,274 shares by WCP III, (xi) 33,333 shares by Melissa W. Waud, Mr. Waud's wife, (xii) 4,001 shares by Mr. Kyle D. Lattner for the benefit of WCP LLC, (xiii) 30,724 shares by WCP LLC and (xiv) 795,667 shares by Crystal Cove LP. Gives effect to shares received by Mr. Waud, the 2011 Trust and WFP LP in connection with the distributions described in Footnote (5) and as specified in Footnote (8).

7. Mr. Waud expressly disclaims beneficial ownership of the reported shares except to the extent of his pecuniary interest therein.

8. Includes 51,118 shares received by Mr. Waud in connection with the distributions described in Footnote (5).

Remarks:

	/s/ Reeve B. Waud	08/18/2015
	** Signature of Reporting Person	Date
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).
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