Officer Barbour D. Scott was granted 31,529 shares and covered exercise/tax liability with 13,068 shares, increasing direct ownership by 94% to 38,088 units (SEC Form 4)
$WMS
Containers/Packaging
Consumer Discretionary
| 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
ADVANCED DRAINAGE SYSTEMS, INC. [ WMS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/14/2025 | ||||||||||||||||||||||||||
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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 | ||||||
| Common Stock | 05/14/2025 | A | 31,529(1) | A | $0 | 51,156 | D | |||
| Common Stock | 05/14/2025 | F | 12,867(2) | D | $121.68 | 38,289 | D | |||
| Common Stock | 05/14/2025 | F | 201(2) | D | $121.68 | 38,088 | D | |||
| Common Stock | 69,491 | I | Reporting Person's Revocable Trust(3) | |||||||
| Common Stock | 98,805 | I | Reporting Person's Irrevocable Trust(4) | |||||||
| Common Stock | 6,495 | I | Spouse's Revocable Trust(5) | |||||||
| Common Stock | 69,005 | I | Spouse's Irrevocable Trust(6) | |||||||
| Common Stock | 25,111 | I | Reporting Person's 2023 GRAT(7) | |||||||
| Common Stock | 26,367 | I | Reporting Person's 2024 GRAT(7) | |||||||
| Common Stock | 16,997.0469 | I | By KSOP(8) | |||||||
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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 | ||||||||
| Explanation of Responses: |
| 1. Reflects grant of performance-based units, originally granted pursuant to the Issuer's 2017 Omnibus Incentive Plan, earned after the Issuer determined that certain performance goals for the performance period ended March 31, 2025 had been met. Total includes dividend equivalents in the amount of 442 shares, which dividend equivalents are settled in common stock. |
| 2. Represents shares withheld to satisfy Reporting Person's tax obligations in connection with the vesting of shares of restricted common stock of the Issuer. |
| 3. Shares held in revocable trust for the benefit of the reporting person. |
| 4. Shares held in irrevocable spousal access trust established by the reporting person, of which the reporting person's spouse is a co-trustee. The beneficiaries of the irrevocable trust are the reporting person and his children. |
| 5. Shares held in revocable trust for the benefit of the reporting person's spouse. |
| 6. Shares held in irrevocable spousal access trust established by the reporting person's spouse, of which the reporting person is a co-trustee. The beneficiaries of the irerrevocable trust include the reporting person's spouse and his children. |
| 7. Shares held in GRATs of which the reporting person is trustee. |
| 8. Represents current allocation under KSOP. |
| Remarks: |
| President & Chief Executive Officer |
| /s/ D. Scott Barbour, by Scott A. Cottrill as attorney-in-fact | 05/16/2025 | |
| ** 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. | ||