SEC Filing - Universal Health Services 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^*

Miller Marc D

(Last)

(First)

(Middle)

UNIVERSAL HEALTH SERVICES, INC.

367 SOUTH GULPH ROAD

(Street)

KING OF PRUSSIA

19406

(City)

(State)

(Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2017

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)
Class B Common Stock	02/17/2017		J⁽²⁾⁽³⁾		60,042	D	$0.00	0	I	AMK 2014 LLC held by The Abby Miller King 2014 GRAT
Class B Common Stock	02/17/2017		J⁽²⁾⁽³⁾		60,042	D	$0.00	0	I	MDM 2014 LLC held by The Marc Daniel Miller 2014 GRAT
Class B Common Stock	02/17/2017		J⁽²⁾⁽³⁾		60,042	D	$0.00	0	I	MS 2014 LLC held by The Marni Spencer 2014 GRAT
Class B Common Stock	02/17/2017		J⁽²⁾⁽³⁾		14,858	A	$0.00	14,858	I	AMK 2014 LLC held by The Abby Danielle Miller 2002 Trust
Class B Common Stock	02/17/2017		J⁽²⁾⁽³⁾		14,858	A	$0.00	14,858	I	MDM 2014 LLC held by The Marc Daniel Miller 2002 Trust
Class B Common Stock	02/17/2017		J⁽²⁾⁽³⁾		14,858	A	$0.00	14,858	I	MS 2014 LLC held by The Marni Spencer 2002 Trust
Class B Common Stock	02/17/2017		J⁽⁴⁾		17,699	D	$0.00	22,259	I	AMK 2014 LLC held by The Abby Miller King 2015 GRAT
Class B Common Stock	02/17/2017		J⁽⁴⁾		17,699	D	$0.00	22,259	I	MDM 2014 LLC held by The Marc Daniel Miller 2015 GRAT
Class B Common Stock	02/17/2017		J⁽⁴⁾		17,699	D	$0.00	22,259	I	MS 2014 LLC held by The Marni Spencer 2015 GRAT
Class B Common Stock	02/17/2017		J⁽⁵⁾		62,883	A	$0.00	62,883	I	AMK 2014 LLC held by The Abby Miller King 2017 GRAT
Class B Common Stock	02/17/2017		J⁽⁵⁾		62,883	A	$0.00	62,883	I	MDM 2014 LLC held by The Marc Daniel Miller 2017 GRAT
Class B Common Stock	02/17/2017		J⁽⁵⁾		62,883	A	$0.00	62,883	I	MS 2014 LLC held by The Marni Spencer 2017 GRAT
Class B Common Stock								87,345	D
Class B Common Stock								55,763⁽⁶⁾	I	The Abby Miller King 2011 Family Trust
Class B Common Stock								59,900⁽⁶⁾	I	The Marc Daniel Miller 2011 Family Trust
Class B Common Stock								55,763⁽⁶⁾	I	The Marni Spencer 2011 Family Trust
Class B Common Stock								43,247⁽¹¹⁾	I	The Abby Danielle Miller 2002 Trust
Class B Common Stock								44,110⁽¹¹⁾	I	The Marc Daniel Miller 2002 Trust
Class B Common Stock								43,247⁽¹¹⁾	I	The Marni Spencer 2002 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 (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)
Class A Common Stock	⁽¹⁾	02/17/2017		J⁽²⁾⁽³⁾			60,042	⁽⁷⁾	⁽⁸⁾	Class B Common Stock	60,042	$0.00	0	I	AMK 2014 LLC held by The Abby Miller King 2014 GRAT
Class A Common Stock	⁽¹⁾	02/17/2017		J⁽²⁾⁽³⁾			90,063	⁽⁷⁾	⁽⁸⁾	Class B Common Stock	90,063	$0.00	0	I	MDM 2014 LLC held by The Marc Daniel Miller 2014 GRAT
Class A Common Stock	⁽¹⁾	02/17/2017		J⁽²⁾⁽³⁾			60,042	⁽⁷⁾	⁽⁸⁾	Class B Common Stock	60,042	$0.00	0	I	MS 2014 LLC held by The Marni Spencer 2014 GRAT
Class A Common Stock	⁽¹⁾	02/17/2017		J⁽²⁾⁽³⁾		14,858		⁽⁷⁾	⁽⁸⁾	Class B Common Stock	14,858	$0.00	14,858	I	AMK 2014 LLC held by The Abby Danielle Miller 2002 Trust
Class A Common Stock	⁽¹⁾	02/17/2017		J⁽²⁾⁽³⁾		22,287		⁽⁷⁾	⁽⁸⁾	Class B Common Stock	22,287	$0.00	22,287	I	MDM 2014 LLC held by The Marc Daniel Miller 2002 Trust
Class A Common Stock	⁽¹⁾	02/17/2017		J⁽²⁾⁽³⁾		14,858		⁽⁷⁾	⁽⁸⁾	Class B Common Stock	14,858	$0.00	14,858	I	MS 2014 LLC held by The Marni Spencer 2002 Trust
Class A Common Stock	⁽¹⁾	02/17/2017		J⁽⁴⁾			17,699	⁽⁷⁾	⁽⁸⁾	Class B Common Stock	17,699	$0.00	22,259	I	AMK 2014 LLC held by The Abby Miller King 2015 GRAT
Class A Common Stock	⁽¹⁾	02/17/2017		J⁽⁴⁾			26,549	⁽⁷⁾	⁽⁸⁾	Class B Common Stock	26,549	$0.00	33,388	I	MDM 2014 LLC held by The Marc Daniel Miller 2015 GRAT
Class A Common Stock	⁽¹⁾	02/17/2017		J⁽⁴⁾			17,699	⁽⁷⁾	⁽⁸⁾	Class B Common Stock	17,699	$0.00	22,259	I	MS 2014 LLC held by The Marni Spencer 2015 GRAT
Class A Common Stock	⁽¹⁾	02/17/2017		J⁽⁵⁾		62,883		⁽⁷⁾	⁽⁸⁾	Class B Common Stock	62,883	$0.00	62,883	I	AMK 2014 LLC held by The Abby Miller King 2017 GRAT
Class A Common Stock	⁽¹⁾	02/17/2017		J⁽⁵⁾		94,325		⁽⁷⁾	⁽⁸⁾	Class B Common Stock	94,325	$0.00	94,325	I	MDM 2014 LLC held by The Marc Daniel Miller 2017 GRAT
Class A Common Stock	⁽¹⁾	02/17/2017		J⁽⁵⁾		62,883		⁽⁷⁾	⁽⁸⁾	Class B Common Stock	62,883	$0.00	62,883	I	MS 2014 LLC held by The Marni Spencer 2017 GRAT
Class A Common Stock	⁽¹⁾							⁽⁷⁾	⁽⁸⁾	Class B Common Stock	532,194		532,194⁽⁹⁾	I	A. Miller Family, LLC
Class A Common Stock	⁽¹⁾							⁽⁷⁾	⁽⁸⁾	Class B Common Stock	118,900		118,900⁽¹⁰⁾	I	The Abby Miller King Family 2012 Trust
Class A Common Stock	⁽¹⁾							⁽⁷⁾	⁽⁸⁾	Class B Common Stock	118,900		118,900⁽¹⁰⁾	I	The Marni Spencer Family 2012 Trust
Class A Common Stock	⁽¹⁾							⁽⁷⁾	⁽⁸⁾	Class B Common Stock	160,563		160,563⁽¹¹⁾	I	The Abby Danielle Miller 2002 Trust
Class A Common Stock	⁽¹⁾							⁽⁷⁾	⁽⁸⁾	Class B Common Stock	200,695		200,695⁽¹¹⁾	I	The Marc Daniel Miller 2002 Trust
Class A Common Stock	⁽¹⁾							⁽⁷⁾	⁽⁸⁾	Class B Common Stock	160,563		160,563⁽¹¹⁾	I	The Marni Spencer 2002 Trust

Explanation of Responses:

1. The Class A Common Stock is convertible into Class B Common Stock on a share for share basis.

2. 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. 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.

3. (Continued from Footnote 2) All of the distributions hereinbefore described were made pursuant to the terms of the Trust Agreement creating each 2014 GRAT. Each 2014 GRAT has now terminated. The shares reflected represent the amount of shares held by each LLC as represented by the percentage LLC interests distributed. The reporting person is a trustee of each GRAT and each 2002 Trust and is a special manager of each LLC but disclaims beneficial interest in each GRAT and each 2002 Trust other than The Marc Daniel Miller 2014 GRAT and The Marc Daniel Miller 2002 Trust, and each LLC other than MDM 2014 LLC.

4. 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. The reporting person is a trustee of each GRAT and a special manager of each LLC but disclaims beneficial interest in each GRAT and each other than the Marc Daniel Miller 2015 GRAT and each LLC other than MDM 2014 LLC.

5. 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. The reporting person is a trustee of each GRAT and a special manager of each LLC but disclaims beneficial interest in each GRAT other than the Marc Daniel Miller 2017 GRAT and each LLC other than the MDM 2014 LLC.

6. The reporting person is a trustee of each of the 2011 Family Trusts for the benefit of Alan B. Miller's three children and has sole voting power with respect to these shares. The reporting person disclaims beneficial ownership of the shares of Class A Common Stock held by The Abby Miller King 2011 Family Trust and The Marni Spencer 2011 Family Trust.

7. Immediately

8. Not Applicable

9. The reporting person is the sole manager of the A. Miller Family, LLC and during his tenure as such, has voting and dispositive power with respect to the Class A Common Stock held by the A. Miller Family, LLC. The reporting person disclaims beneficial ownership of the shares of Class A Common Stock held by the A. Miller Family, LLC except to the extent of his pecuniary interest therein.

10. The reporting person is a trustee of each of The Abby Miller King Family 2012 Trust and The Marni Spencer Family 2012 Trust and has sole voting power with respect to these shares. The reporting person disclaims beneficial ownership of the shares of Class A Common Stock held by The Abby Miller King Family 2012 Trust and The Marni Spencer Family 2012 Trust.

11. The reporting person is a trustee of each of The Abby Danielle Miller 2002 Trust, The Marc Daniel Miller 2002 Trust and The Marni Spencer 2002 Trust but disclaims beneficial ownership of the shares of Class A Common Stock held by The Abby Danielle Miller 2002 Trust and The Marni Spencer 2002 Trust.

Remarks:

	/s/ Marc D. Miller	02/22/2017
	** 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).
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