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 CAPITAL PARTNERS II, L.L.C.

(Last) (First) (Middle)
300 N. LASALLE STREET, SUITE 4900

(Street)
CHICAGO IL 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)
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)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share 08/14/2015 S 1,635,457(1) D $80.47 5,279,740 I See footnotes(2)(3)(6)
Common Stock, par value $0.01 per share 08/14/2015 J(4) 116,076 D $0.00 5,163,664 I See footnotes(2)(5)(6)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
WAUD CAPITAL PARTNERS II, L.L.C.

(Last) (First) (Middle)
300 N. LASALLE STREET, SUITE 4900

(Street)
CHICAGO IL 60654

(City) (State) (Zip)
1. Name and Address of Reporting Person*
WAUD CAPITAL PARTNERS MANAGEMENT II, L.P.

(Last) (First) (Middle)
300 N. LASALLE STREET, SUITE 4900

(Street)
CHICAGO IL 60654

(City) (State) (Zip)
1. Name and Address of Reporting Person*
WAUD CAPITAL PARTNERS II, L.P.

(Last) (First) (Middle)
300 N. LASALLE STREET, SUITE 4900

(Street)
CHICAGO IL 60654

(City) (State) (Zip)
1. Name and Address of Reporting Person*
WAUD CAPITAL PARTNERS QP II, L.P.

(Last) (First) (Middle)
300 N. LASALLE STREET, SUITE 4900

(Street)
CHICAGO IL 60654

(City) (State) (Zip)
1. Name and Address of Reporting Person*
WCP FIF II (ACADIA), L.P.

(Last) (First) (Middle)
300 N. LASALLE STREET, SUITE 4900

(Street)
CHICAGO IL 60654

(City) (State) (Zip)
1. Name and Address of Reporting Person*
WAUD CAPITAL AFFILIATES II, L.L.C.

(Last) (First) (Middle)
300 N. LASALLE STREET, SUITE 4900

(Street)
CHICAGO IL 60654

(City) (State) (Zip)
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") and (iv) 31,439 shares by Waud Capital Affiliates II, L.L.C. ("Waud Affiliates II").
2. Reeve B. Waud is a member of the board of directors of Acadia Healthcare Company, Inc. Mr. Waud is also the manager of Waud Capital Partners II, L.L.C. ("Waud II LLC") and a member of the Limited Partner Committee of Waud Capital Partners Management II, L.P. ("WCPM II"). Waud II LLC is the general partner of WCPM II. WCPM II is the general partner of WCP II, Waud QP II and WCP FIF II and the manager of Waud Affiliates II. As a result, each of Mr. Waud, Waud II LLC and WCPM II may be deemed to share beneficial ownership of the reported shares.
3. The reported shares are owned of record as follows: (i) 1,521,893 shares by WCP II, (ii) 2,782,263 shares by Waud QP II, (iii) 424,622 shares by WCP FIF II and (iv) 550,962 shares by Waud Affiliates II.
4. Represents a pro rata in-kind distribution made by Waud Affiliates II to certain of its members for no consideration.
5. The reported shares are owned of record as follows: (i) 1,521,893 shares by WCP II, (ii) 2,782,263 shares by Waud QP II, (iii) 424,622 shares by WCP FIF II and (iv) 434,886 shares by Waud Affiliates II.
6. Each of the reporting persons expressly disclaims beneficial ownership of the reported shares except to the extent of its pecuniary interest therein.
Remarks:
Waud Capital Partners II, L.L.C., by /s/ Reeve B. Waud, its manager 08/18/2015
Waud Capital Partners Management II, L.P., by Waud Capital Partners II, L.L.C., its general partner, by /s/ Reeve B. Waud, its manager 08/18/2015
Waud Capital Partners II, L.P., by Waud Capital Partners Management II, L.P., its general partner, by Waud Capital Partners II, L.L.C., its general partner, by /s/ Reeve B. Waud, its manager 08/18/2015
Waud Capital Partners QP II, L.P., by Waud Capital Partners Management II, L.P., its general partner, by Waud Capital Partners II, L.L.C., its general partner, by /s/ Reeve B. Waud, its manager 08/18/2015
WCP FIF II (Acadia), L.P., by Waud Capital Partners Management II, L.P., its general partner, by Waud Capital Partners II, L.L.C., its general partner, by /s/ Reeve B. Waud, its manager 08/18/2015
Waud Capital Affiliates II, L.L.C., by Waud Capital Partners Management II, L.P., its manager, by Waud Capital Partners II, L.L.C., its general partner, by /s/ Reeve B. Waud, its manager 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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