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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Acadia Healthcare Company, Inc. [ ACHC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/03/2013 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 05/03/2013 | M | 18,313 | A | $15.96 | 242,494 | D | |||
Common Stock | 05/03/2013 | F | 12,907 | D | $32.47 | 229,587 | D | |||
Common Stock | 05/03/2013 | S | 3,000 | D | $32.32(1) | 226,587 | D | |||
Common Stock | 05/03/2013 | G | 29,283 | D | $0 | 197,304 | D | |||
Common Stock | 05/06/2013 | S | 14,789 | D | $32.37(2) | 310,298(3) | D | |||
Common Stock | 750,736(4) | I | See Footnote(5) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Stock Option | $15.96 | 05/03/2013 | M | 18,313 | 03/19/2013 | 03/19/2022 | Common Stock | 18,313 | $0 | 54,941 | D |
Explanation of Responses: |
1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.25 to $32.45, inclusive. The reporting person undertakes to provide to Acadia Healthcare Company, Inc. (Acadia), any security holder of Acadia, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1) and (2). |
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.500 to $32.605, inclusive. |
3. Includes 127,783 shares previously owned by the Joey A. Jacobs 2011 Grantor Retained Annuity Trust (ACADIA) |
4. Mr. Jacobs expressly disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein. |
5. Shares previously held by the Joey A. Jacobs 2011 Grantor Retained Annuity Trust (Acadia) that were distributed to Jeremy Brent Jacobs GST Non-Exempt Trust u/a/d 04/26/2011 and Scott Douglas Jacobs GST Non-Exempt Trust u/a/d 04/26/2011. |
Remarks: |
In connection with the merger of Acadia Healthcare Company, Inc. ("Acadia") and PHC, Inc., the reporting person entered into a stockholders agreement with Acadia and certain other stockholders. As a result, he may deemed to be a part of a "group" with such other stockholders. To the extent the reporting person is deemed a member of a group, he disclaims beneficial ownership of shares owned by other members of the group. |
/s/ Christopher L. Howard as Attorney in Fact for Joey A. Jacobs | 05/07/2013 | |
** 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). | ||
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. |