Executive Chairman Miller Alan B acquired 342,497 units of Class B Common Stock and disposed of 400,000 units of Class B Common Stock, increasing direct ownership by 25% to 1,718,837 units (SEC Form 4)
$UHS
Hospital/Nursing Management
Health Care
| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
UNIVERSAL HEALTH SERVICES INC [ UHS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/05/2025 | ||||||||||||||||||||||||||
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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 | ||||||
| Class B Common Stock | 08/06/2025 | J | 175,993 | D | $0 | 0 | I | MDM 2014 LLC as held by Alan B. Miller | ||
| Class B Common Stock | 08/06/2025 | J | 24,007 | D | $0 | 0 | I | MDM 2014 LLC held by The Marc Daniel Miller 2002 Trust | ||
| Class B Common Stock | 08/06/2025 | J(1) | 175,993 | A | $0 | 1,552,333 | D | |||
| Class B Common Stock | 08/06/2025 | J | 83,252 | D | $0 | 0 | I | AMK 2014 LLC as held by Alan B. Miller | ||
| Class B Common Stock | 08/06/2025 | J | 83,252 | D | $0 | 0 | I | MS 2014 LLC as held by Alan B. Miller | ||
| Class B Common Stock | 08/06/2025 | J | 16,748 | D | $0 | 0 | I | AMK 2014 LLC held by The Abby Danielle Miller 2002 Trust | ||
| Class B Common Stock | 08/06/2025 | J | 16,748 | D | $0 | 0 | I | MS 2014 LLC held by The Marni Spencer 2002 Trust | ||
| Class B Common Stock | 08/06/2025 | J(2) | 83,252 | A | $0 | 1,635,585 | D | |||
| Class B Common Stock | 08/06/2025 | J(2) | 83,252 | A | $0 | 1,718,837 | D | |||
| Class B Common Stock | 55,763 | I | By The Abby Miller King 2011 Family Trust | |||||||
| Class B Common Stock | 8,623 | I | The Alan and Jill Miller Foundation(3) | |||||||
| Class B Common Stock | 59,900 | I | The Marc Daniel Miller 2011 Family Trust | |||||||
| Class B Common Stock | 55,763 | I | The Marni Spencer 2011 Family Trust | |||||||
| Class B Common Stock | 9,418 | I | Abby Miller King 2024 GRAT | |||||||
| Class B Common Stock | 24,295 | I | Abby Miller King 2025 GRAT | |||||||
| Class B Common Stock | 13,963 | I | Marc Daniel Miller 2024 GRAT | |||||||
| Class B Common Stock | 24,295 | I | Marc Daniel Miller 2025 GRAT | |||||||
| Class B Common Stock | 9,418 | I | Marni Spencer 2024 GRAT | |||||||
| Class B Common Stock | 24,295 | I | Marni Spencer 2025 GRAT | |||||||
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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 | ||||||||
| Class A Common Stock | (4) | (5) | (6) | Class B Common Stock | 400,000 | 400,000 | I | Alan B. Miller Marital Trust (f/b/o Jill Miller) | |||||||
| Class A Common Stock | (4) | (5) | (6) | Class B Common Stock | 258,630 | 258,630 | I | The Alan B. Miller 2002 Trust | |||||||
| Class A Common Stock | (4) | 08/05/2025 | J | 131,995 | (5) | (6) | Class B Common Stock | 131,995 | $0 | 0 | I | MDM 2014 LLC as held by Alan B. Miller | |||
| Class A Common Stock | (4) | 08/05/2025 | J(7) | 131,995 | (5) | (6) | Class B Common Stock | 131,995 | $0 | 4,287,250 | D | ||||
| Class A Common Stock | (4) | 08/05/2025 | J | 18,005 | (5) | (6) | Class B Common Stock | 18,005 | $0 | 0 | I | MDM 2014 LLC held by The Marc Daniel Miller 2002 Trust | |||
| Class A Common Stock | (4) | 08/05/2025 | J | 83,252 | (5) | (6) | Class B Common Stock | 83,252 | $0 | 0 | I | MS 2014 LLC as held by Alan B. Miller | |||
| Class A Common Stock | (4) | 08/05/2025 | J(8) | 83,252 | (5) | (6) | Class B Common Stock | 83,252 | $0 | 4,370,502 | D | ||||
| Class A Common Stock | (4) | 08/05/2025 | J | 16,748 | (5) | (6) | Class B Common Stock | 16,748 | $0 | 0 | I | MS 2014 LLC held by The Marni Spencer 2002 Trust | |||
| Class A Common Stock | (4) | 08/05/2025 | J | 83,252 | (5) | (6) | Class B Common Stock | 83,252 | $0 | 0 | I | AMK 2014 LLC as held by Alan B. Miller | |||
| Class A Common Stock | (4) | 08/05/2025 | J(8) | 83,252 | (5) | (6) | Class B Common Stock | 83,252 | $0 | 4,453,754 | D | ||||
| Class A Common Stock | (4) | 08/05/2025 | J | 16,748 | (5) | (6) | Class B Common Stock | 16,748 | $0 | 0 | I | AMK 2014 LLC held by The Abby Danielle Miller 2002 Trust | |||
| Explanation of Responses: |
| 1. Includes 175,993 shares of Class B Common Stock received as liquidating distribution from MDM 2014 LLC to the reporting person in proportion to his interest in MDM 2014 LLC. This transaction represents a change in the form of ownership from indirect to direct, with no change in the reporting person's pecuniary interest in the securities. Other than the shares distributed to the reporting person, the reporting person disclaims any pecuniary interest in the shares previously held by MDM 2014 LLC, and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
| 2. Includes 83,252 shares of Class B Common Stock received as liquidating distribution from each of MS 2014 LLC and AMK 2014 LLC (the "2014 LLCs") to the reporting person in proportion to his interest in the 2014 LLCs. This transaction represents a change in the form of ownership from indirect to direct, with no change in the reporting person's pecuniary interest in the securities. Other than the shares distributed to the reporting person, the reporting person disclaims any pecuniary interest in the shares previously held by the 2014 LLCs, and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
| 3. Mr. Alan B. Miller disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that Mr. Alan B. Miller is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. |
| 4. The Class A Common Stock is convertible into Class B Common Stock on a share for share basis. |
| 5. Immediately. |
| 6. Not applicable. |
| 7. Includes 131,995 shares of Class A Common Stock received as liquidating distribution from MDM 2014 LLC to the reporting person in proportion to his interest in MDM 2014 LLC. This transaction represents a change in the form of ownership from indirect to direct, with no change in the reporting person's pecuniary interest in the securities. Other than the shares distributed to the reporting person, the reporting person disclaims any pecuniary interest in the shares previously held by MDM 2014 LLC, and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
| 8. Includes 83,252 shares of Class A Common Stock received as liquidating distribution from each of the 2014 LLCs to the reporting person in proportion to his interest in the 2014 LLCs. This transaction represents a change in the form of ownership from indirect to direct, with no change in the reporting person's pecuniary interest in the securities. Other than the shares distributed to the reporting person, the reporting person disclaims any pecuniary interest in the shares previously held by the 2014 LLCs, and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
| /s/ Steve Filton, Attorney-in-Fact for Alan B. Miller | 08/07/2025 | |
| ** 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. | ||