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 ALAN B

(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	X	10% Owner
X	Officer (give title below)		Other (specify below)
Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
04/30/2018

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	04/30/2018		J⁽¹⁾⁽²⁾		22,259	D	$0.00	0	I	AMK 2014 LLC held by The Abby Miller King 2015 GRAT
Class B Common Stock	04/30/2018		J⁽¹⁾⁽²⁾		20,369	A	$0.00	1,125,432	D
Class B Common Stock	04/30/2018		J⁽¹⁾⁽²⁾		1,890	A	$0.00	16,748	I	AMK 2014 LLC held by The Abby Danielle Miller 2002 Trust
Class B Common Stock	04/30/2018		J⁽¹⁾⁽²⁾		22,259	D	$0.00	0	I	MDM 2014 LLC held by The Marc Daniel Miller 2015 GRAT
Class B Common Stock	04/30/2018		J⁽¹⁾⁽²⁾		20,369	A	$0.00	1,145,801	D
Class B Common Stock	04/30/2018		J⁽¹⁾⁽²⁾		1,890	A	$0.00	24,007	I	MDM 2014 LLC held by The Marc Daniel Miller 2002 Trust⁽⁸⁾
Class B Common Stock	04/30/2018		J⁽¹⁾⁽²⁾		22,259	D	$0.00	0	I	MS 2014 LLC held by The Marni Spencer 2015 GRAT
Class B Common Stock	04/30/2018		J⁽¹⁾⁽²⁾		20,369	A	$0.00	1,166,170	D
Class B Common Stock	04/30/2018		J⁽¹⁾⁽²⁾		1,890	A	$0.00	16,748	I	MS 2014 LLC held by The Marni Spencer 2002 Trust
Class B Common Stock	04/30/2018		J⁽³⁾		31,564	D	$0.00	31,319	I	AMK 2014 LLC held by The Abby Miller King 2017 GRAT
Class B Common Stock	04/30/2018		J⁽³⁾		31,564	A	$0.00	1,197,734	D
Class B Common Stock	04/30/2018		J⁽³⁾		31,562	D	$0.00	44,896	I	MDM 2014 LLC held by The Marc Daniel Miller 2017 GRAT⁽⁸⁾
Class B Common Stock	04/30/2018		J⁽³⁾		31,562	A	$0.00	1,229,296	D
Class B Common Stock	04/30/2018		J⁽³⁾		31,564	D	$0.00	31,319	I	MS 2014 LLC held by The Marni Spencer 2017 GRAT
Class B Common Stock	04/30/2018		J⁽³⁾		31,564	A	$0.00	1,260,860	D
Class B Common Stock	04/30/2018		J⁽⁴⁾		51,933	D	$0.00	1,208,927	D
Class B Common Stock	04/30/2018		J⁽⁴⁾		51,933	A	$0.00	51,933	I	AMK 2014 LLC held by The Abby Miller King 2018 GRAT
Class B Common Stock	04/30/2018		J⁽⁴⁾		51,931	D	$0.00	1,156,996	D
Class B Common Stock	04/30/2018		J⁽⁹⁾		100,000	D	$114.49	1,056,996	D
Class B Common Stock	04/30/2018		J⁽⁹⁾		100,000	A	$114.49	200,000	I	MDM 2014 LLC
Class B Common Stock	04/30/2018		J⁽⁴⁾		131,097	A	$0.00	131,097	I	MDM 2014 LLC held by The Marc Daniel Miller 2018 GRAT
Class B Common Stock	04/30/2018		J⁽⁴⁾		51,933	D	$0.00	1,005,063	D
Class B Common Stock	04/30/2018		J⁽⁴⁾		51,933	A	$0.00	51,933	I	MS 2014 LLC held by The Marni Spencer 2018 GRAT

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	⁽⁴⁾	04/30/2018		J⁽¹⁾⁽²⁾			22,259	⁽⁶⁾	⁽⁷⁾	Class B Common Stock	22,259	$0.00	0	I	AMK 2014 LLC held by The Abby Miller King 2015 GRAT
Class A Common Stock	⁽⁴⁾	04/30/2018		J⁽¹⁾⁽²⁾		20,369		⁽⁶⁾	⁽⁷⁾	Class B Common Stock	20,369	$0.00	4,175,624	D
Class A Common Stock	⁽¹⁾⁽²⁾	04/30/2018		J⁽¹⁾⁽²⁾		1,890		⁽⁶⁾	⁽⁷⁾	Class B Common Stock	1,890	$0.00	16,748	I	AMK 2014 LLC held by The Abby Danielle Miller 2002 Trust
Class A Common Stock	⁽⁴⁾	04/30/2018		J⁽¹⁾⁽²⁾			33,388	⁽⁶⁾	⁽⁷⁾	Class B Common Stock	33,388	$0.00	0	I	MDM 2014 LLC held by The Marc Daniel Miller 2015 GRAT
Class A Common Stock	⁽⁴⁾	04/30/2018		J⁽¹⁾⁽²⁾		30,553		⁽⁶⁾	⁽⁷⁾	Class B Common Stock	30,553	$0.00	4,206,177	D
Class A Common Stock	⁽¹⁾⁽²⁾	04/30/2018		J⁽¹⁾⁽²⁾		2,835		⁽⁶⁾	⁽⁷⁾	Class B Common Stock	2,835	$0.00	18,005	I	MDM 2014 LLC held by The Marc Daniel Miller 2002 Trust⁽⁸⁾
Class A Common Stock	⁽⁴⁾	04/30/2018		J⁽¹⁾⁽²⁾			22,259	⁽⁶⁾	⁽⁷⁾	Class B Common Stock	22,259	$0.00	0	I	MS 2014 LLC held by The Marni Spencer 2015 GRAT
Class A Common Stock	⁽⁵⁾	04/30/2018		J⁽¹⁾⁽²⁾		20,369		⁽⁶⁾	⁽⁷⁾	Class B Common Stock	20,369	$0.00	4,226,546	D
Class A Common Stock	⁽¹⁾⁽²⁾	04/30/2018		J⁽¹⁾⁽²⁾		1,890		⁽⁶⁾	⁽⁷⁾	Class B Common Stock	1,890	$0.00	16,748	I	MS 2014 LLC held by The Marni Spencer 2002 Trust
Class A Common Stock	⁽⁵⁾	04/30/2018		J⁽³⁾			31,564	⁽⁶⁾	⁽⁷⁾	Class B Common Stock	31,564	$0.00	31,320	I	AMK 2014 LLC held by The Abby Miller King 2017 GRAT
Class A Common Stock	⁽⁵⁾	04/30/2018		J⁽³⁾		31,564		⁽⁶⁾	⁽⁷⁾	Class B Common Stock	31,564	$0.00	4,258,110	D
Class A Common Stock	⁽⁵⁾	04/30/2018		J⁽³⁾			47,343	⁽⁶⁾	⁽⁷⁾	Class B Common Stock	47,343	$0.00	33,671	I	MDM 2014 LLC held by The Marc Daniel Miller 2017 GRAT⁽⁸⁾
Class A Common Stock	⁽⁵⁾	04/30/2018		J⁽³⁾		47,343		⁽⁶⁾	⁽⁷⁾	Class B Common Stock	47,343	$0.00	4,305,453	D
Class A Common Stock	⁽⁵⁾	04/30/2018		J⁽³⁾			31,564	⁽⁶⁾	⁽⁷⁾	Class B Common Stock	31,564	$0.00	31,320	I	MS 2014 LLC held by The Marni Spencer 2017 GRAT
Class A Common Stock	⁽⁵⁾	04/30/2018		J⁽³⁾		31,564		⁽⁶⁾	⁽⁷⁾	Class B Common Stock	31,564	$0.00	4,337,017	D
Class A Common Stock	⁽⁵⁾	04/30/2018		J⁽⁴⁾			51,933	⁽⁶⁾	⁽⁷⁾	Class B Common Stock	51,933	$0.00	4,285,084	D
Class A Common Stock	⁽⁵⁾	04/30/2018		J⁽⁴⁾		51,933		⁽⁶⁾	⁽⁷⁾	Class B Common Stock	51,933	$0.00	51,933	I	AMK 2014 LLC held by The Abby Miller King 2018 GRAT
Class A Common Stock	⁽⁵⁾	04/30/2018		J⁽⁴⁾			77,896	⁽⁶⁾	⁽⁷⁾	Class B Common Stock	77,896	$0.00	4,207,188	D
Class A Common Stock	⁽⁵⁾	04/30/2018		J⁽⁴⁾		98,324		⁽⁶⁾	⁽⁷⁾	Class B Common Stock	98,324	$0.00	98,324	I	MDM 2014 LLC held by The Marc Daniel Miller 2018 GRAT
Class A Common Stock	⁽⁵⁾	04/30/2018		J⁽⁴⁾			51,933	⁽⁶⁾	⁽⁷⁾	Class B Common Stock	51,933	$0.00	4,155,255	D
Class A Common Stock	⁽⁵⁾	04/30/2018		J⁽⁴⁾		51,933		⁽⁶⁾	⁽⁷⁾	Class B Common Stock	51,933	$0.00	51,933	I	MS 2014 LLC held by The Marni Spencer 2018 GRAT
Class A Common Stock	⁽⁵⁾							⁽⁶⁾	⁽⁷⁾	Class B Common Stock	400,000		400,000	I	Alan B. Miller Marital Trust (f/b/o Jill Miller)
Class A Common Stock	⁽⁵⁾							⁽⁶⁾	⁽⁷⁾	Class B Common Stock	258,630		258,630	I	The Alan B. Miller 2002 Trust

Explanation of Responses:

1. On April 30, 2018, The Marc Daniel Miller 2015 GRAT distributed a 20.36850% interest in MDM 2014 LLC to Alan B. Miller, The Abby Miller King 2015 GRAT distributed a 20.36904% interest in AMK 2014 LLC to Alan B. Miller and The Marni Spencer 2015 GRAT distributed a 20.369.04% interest of MS 2014 LLC to Alan B. Miller The shares reflected represent the amount of shares held by each LLC as represented by the percentage LLC interests distributed. Mr. Miller's pecuniary interest in these shares is unchanged. In addition, The Marc Daniel Miller 2015 GRAT distributed a 1.89002% interest in MDM 2014 LLC to The Marc Daniel Miller 2002 Trust, The Abby Miller King 2015 GRAT distributed a 1,88952% interest in AMK 2014 LLC to The Abby Danielle Miller 2002 Trust and The Marni Spencer 2015 GRAT distributed a 1.88952% interest in MS 2014 LLC to The Marni Spencer 2002 Trust.

2. (Continued From footnote 1) All distributions hereinbefore described were made pursuant to the terms of the Trust Agreement creating each 2015 GRAT. Each 2015 GRAT has now terminated.

3. On April 30, 2018, The Marc Daniel Miller 2017 GRAT distributed a 31.56209% interest in MDM 2014 LLC to Alan B. Miller, The Abby Miller King 2017 GRAT distributed a 31.56356% interest in AMK 2014 LLC to Alan B. Miller and The Marni Spencer 2017 GRAT distributed a 31.56356% interest in MS 2014 LLC to Alan B. Miller (the distributions were made pursuant to the terms of the Trust Agreement creating each 2017 GRAT). The shares reflected represent the amount of shares held by each LLC as represented by the percentage LLC interests distributed. Mr. Miller's pecuniary interest in these shares is unchanged.

4. On April 30, 2018, Alan B. Miller contributed a 65.54866% interest in MDM 2014 LLC to The Marc Daniel Miller 2018 GRAT, a 51.93260% interest in AMK 2014 LLC to The Abby Miller King 2018 GRAT and a 51.93260% interest in MS 2014 LLC to The Marni Spencer 2018 GRAT. The shares reflected represent the amount of shares held by each LLC as represented by the percentage LLC interests contributed. Mr. Miller's pecuniary interest in these shares is unchanged.

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

6. Immediately

7. Not Applicable

8. The percentage interest in the 2014 MDM LLC, owned by the Marc Daniel Miller 2017 GRAT and the Marc Daniel Miller 2002 Trust was reduced and the interest of Alan B. Miller was increased as a result of the contribution of an additional 100,000 shares of Class B Common Stock to the MDM 2014 LLC by Alan B. Miller. The shares reflected represent the amount of shares represented by the LLC interest held by the Marc Daniel Miller 2017 GRAT and the Marc Daniel Miller 2002 Trust, respectively.

9. On April 30, 2018 Alan B. Miller contributed 100,000 Class B Shares to the MDM 2014 LLC. Marc Miller is the special manager of the MDM 2014 LLC.

Remarks:

	/s/ Alan B. Miller	05/02/2018
	** Signature of Reporting Person	Date
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