President and CEO Miller Marc D disposed of 400,000 units of Class B Common Stock and acquired 57,503 units of Class B Common Stock (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 | 83,252 | D | $0 | 0 | I | AMK 2014 LLC as held by Alan B. Miller | ||
| 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) | 24,007 | A | $0 | 36,988 | I | The Marc Daniel Miller 2002 Trust | ||
| 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 | MS 2014 LLC held by The Marni Spencer 2002 Trust | ||
| Class B Common Stock | 08/06/2025 | J(2) | 16,748 | A | $0 | 69,726 | I | The Marni Spencer 2002 Trust | ||
| 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(2) | 16,748 | A | $0 | 49,294 | I | The Abby Danielle Miller 2002 Trust | ||
| Class B Common Stock | 278,054 | D | ||||||||
| Class B Common Stock | 55,763 | I | The Abby Miller King 2011 Family Trust | |||||||
| 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 | |||||||
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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 | (3) | (4) | (5) | Class B Common Stock | 61,500 | 61,500 | I | Abby Danielle Miller Subtrust u/ Miller Family 2017 Trust | |||||||
| Class A Common Stock | (3) | (4) | (5) | Class B Common Stock | 118,900 | 118,900 | I | By The Abby Miller King Family 2012 Trust | |||||||
| Class A Common Stock | (3) | (4) | (5) | Class B Common Stock | 118,900 | 118,900 | I | By The Marc Daniel Miller Family 2012 Trust | |||||||
| Class A Common Stock | (3) | (4) | (5) | Class B Common Stock | 118,900 | 118,900 | I | By The Marni Spencer Family 2012 Trust | |||||||
| Class A Common Stock | (3) | (4) | (5) | Class B Common Stock | 61,500 | 61,500 | I | Marc Daniel Miller Subtrust u/ Miller Family 2017 Trust | |||||||
| Class A Common Stock | (3) | (4) | (5) | Class B Common Stock | 61,500 | 61,500 | I | Marni Spencer Subtrust u/ Miller Family 2017 Trust | |||||||
| Class A Common Stock | (3) | 08/05/2025 | J | 177,398 | (4) | (5) | Class B Common Stock | 177,398 | $0 | 354,796 | I | A. Miller Family, LLC | |||
| Class A Common Stock | (3) | 08/05/2025 | J | 177,398 | (4) | (5) | Class B Common Stock | 177,398 | $0 | 316,593 | I | The Marc Daniel Miller 2002 Trust | |||
| Class A Common Stock | (3) | 08/05/2025 | J | 177,398 | (4) | (5) | Class B Common Stock | 177,398 | $0 | 177,398 | I | A. Miller Family, LLC | |||
| Class A Common Stock | (3) | 08/05/2025 | J | 177,398 | (4) | (5) | Class B Common Stock | 177,398 | $0 | 276,461 | I | The Abby Danielle Miller 2002 Trust | |||
| Class A Common Stock | (3) | 08/05/2025 | J | 177,398 | (4) | (5) | Class B Common Stock | 177,398 | $0 | 0 | I | A. Miller Family, LLC | |||
| Class A Common Stock | (3) | 08/05/2025 | J | 177,398 | (4) | (5) | Class B Common Stock | 177,398 | $0 | 276,461 | I | The Marni Spencer 2002 Trust | |||
| Class A Common Stock | (3) | 08/05/2025 | J | 131,995 | (4) | (5) | Class B Common Stock | 131,995 | $0 | 0 | I | MDM 2014 LLC as held by Alan B. Miller | |||
| Class A Common Stock | (3) | 08/05/2025 | J | 18,005 | (4) | (5) | Class B Common Stock | 18,005 | $0 | 0 | I | MDM 2014 LLC held by The Marc Daniel Miller 2002 Trust | |||
| Class A Common Stock | (3) | 08/05/2025 | J(6) | 18,005 | (4) | (5) | Class B Common Stock | 18,005 | $0 | 334,598 | I | The Marc Daniel Miller 2002 Trust | |||
| Class A Common Stock | (3) | 08/05/2025 | J | 83,252 | (4) | (5) | Class B Common Stock | 83,252 | $0 | 0 | I | MS 2014 LLC as held by Alan B. Miller | |||
| Class A Common Stock | (3) | 08/05/2025 | J | 16,748 | (4) | (5) | Class B Common Stock | 16,748 | $0 | 0 | I | MS 2014 LLC held by The Marni Spencer 2002 Trust | |||
| Class A Common Stock | (3) | 08/05/2025 | J(7) | 16,748 | (4) | (5) | Class B Common Stock | 16,748 | $0 | 293,209 | I | The Marni Spencer 2002 Trust | |||
| Class A Common Stock | (3) | 08/05/2025 | J | 83,252 | (4) | (5) | Class B Common Stock | 83,252 | $0 | 0 | I | AMK 2014 LLC as held by Alan B. Miller | |||
| Class A Common Stock | (3) | 08/05/2025 | J | 16,748 | (4) | (5) | Class B Common Stock | 16,748 | $0 | 0 | I | AMK 2014 LLC held by The Abby Danielle Miller 2002 Trust | |||
| Class A Common Stock | (3) | 08/05/2025 | J(7) | 16,748 | (4) | (5) | Class B Common Stock | 16,748 | $0 | 293,209 | I | The Abby Danielle Miller 2002 Trust | |||
| Explanation of Responses: |
| 1. Includes 24,007 shares of Class B Common Stock received as liquidating distribution from MDM 2014 LLC to The Marc Daniel Miller 2002 Trust in proportion to its interest in MDM 2014 LLC. This liquidating distribution from MDM 2014 LLC to The Marc Daniel Miller 2002 Trust represents a change in the form of ownership, with no change in the reporting person's pecuniary interest in the securities. |
| 2. Includes 16,748 shares of Class B Common Stock received as liquidating distribution from MS 2014 LLC and AMK 2014 LLC (the "2014 LLCs") to The Marni Spencer 2002 Trust and The Abby Danielle Miller 2002 Trust (the "2002 Trusts"), respectively, in each case in proportion to their respective ownership interest in the applicable 2014 LLCs. This liquidating distribution from the 2014 LLCs to the 2002 Trusts represents a change in the form of ownership, with no change in the pecuniary interest of the applicable 2002 Trusts in the securities. The reporting person disclaims any pecuniary interest in the shares distributed from the 2014 LLCs to the 2002 Trusts, and this report shall not be deemed an admission that he is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. |
| 3. The Class A Common Stock is convertible into Class B Common Stock on a share for share basis. |
| 4. Immediately. |
| 5. Not Applicable. |
| 6. Includes 18,005 shares of Class A Common Stock received as liquidating distribution from MDM 2014 LLC to The Marc Daniel Miller 2002 Trust in proportion to its interest in MDM 2014 LLC. This liquidating distribution from MDM 2014 LLC to The Marc Daniel Miller 2002 Trust represents a change in the form of ownership, with no change in the reporting person's pecuniary interest in the securities. |
| 7. Includes 16,748 shares of Class A Common Stock received as liquidating distribution from the 2014 LLCs to the 2002 Trusts, in each case in proportion to their respective ownership interest in the applicable 2014 LLCs. This liquidating distribution from the 2014 LLCs to the 2002 Trusts represents a change in the form of ownership, with no change in the pecuniary interest of the applicable 2002 Trusts in the securities. The reporting person disclaims any pecuniary interest in the shares distributed from the 2014 LLCs to the 2002 Trusts, and this report shall not be deemed an admission that he is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. |
| /s/ Steve Filton, Attorney in Fact for Marc D. 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. | ||