Berkshire Partners Holdings LLC - Dec 14, 2021 Form 4 Insider Report for ADVANCED DRAINAGE SYSTEMS, INC. (WMS)

Role
10%+ Owner
Signature
/s/ Kenneth S. Bring, Managing Director of Berkshire Partners Holdings LLC
Stock symbol
WMS
Transactions as of
Dec 14, 2021
Transactions value $
-$93,937,500
Form type
4
Date filed
12/16/2021, 03:51 PM
Previous filing
Nov 15, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction WMS Common Stock Sale -$91.4M -730K -10.28% $125.25 6.37M Dec 14, 2021 See Footnote F1, F2
transaction WMS Common Stock Sale -$1.27M -10.1K -13.65% $125.25 64K Dec 14, 2021 Direct F3
transaction WMS Common Stock Sale -$1.27M -10.1K -14.01% $125.25 62.1K Dec 14, 2021 Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Berkshire Partners Holdings LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Represents shares that may be deemed to be indirectly beneficially owned by Berkshire Partners Holdings LLC ("BPH"), BPSP, L.P. ("BPSP"), Stockbridge Partners LLC ("SP") and Berkshire Partners LLC ("BP"). Berkshire Fund IX, L.P. ("BF IX") holds 2,718,554 shares of the Issuer's common stock, and Berkshire Fund IX-A, L.P. ("BF IX-A") holds 1,113,650 shares of the Issuer's common stock. Ninth Berkshire Associates LLC ("9BA") is the general partner of BF IX and BF IX-A. Stockbridge Fund, L.P. (f/k/a Stockbridge Special Situations Fund, L.P.) ("SF") holds 2,256,521 shares of the Issuer's common stock, Stockbridge Absolute Return Fund, L.P. ("SARF") holds 6,154 shares of the Issuer's common stock, and SP holds 272,386 shares of the Issuer's common stock on behalf of certain other accounts. Stockbridge Associates LLC ("SA") is the general partner of SF and SARF.
F2 (Continued from Footnote 1) BPH is the general partner of BPSP, which is the managing member of each of SP, the registered investment adviser of SF, SARF and certain other accounts holding shares of the Issuer, and BP, the registered investment adviser of BF IX and BF IX-A. As the managing member of SP and BP, BPSP may be deemed to beneficially own shares of common stock that are beneficially owned by SP and BP. As the general partner of BPSP, BPH may be deemed to beneficially own shares of common stock that are beneficially owned by BPSP. BPH, BPSP, BP, SP, 9BA and SA are under common control and may be deemed to be, but do not admit to being, a group for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act"). Each of BPH, BPSP, BP, SP, 9BA and SA disclaims beneficial ownership of any securities except to the extent of its pecuniary interest therein.
F3 Represents shares held directly by Berkshire Investors III LLC. Berkshire Investors III LLC may be deemed to be, but does not admit to being, a member of a group holding over 10% of the outstanding common stock of the Issuer for purposes of Section 13(d)(3) of the Act.
F4 Represents shares held directly by Berkshire Investors IV LLC. Berkshire Investors IV LLC may be deemed to be, but does not admit to being, a member of a group holding over 10% of the outstanding common stock of the Issuer for purposes of Section 13(d)(3) of the Act.