ADVANCED DRAINAGE SYSTEMS, INC. — Director's Dealing 2019

Oct 8, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ADVANCED DRAINAGE SYSTEMS, INC. (WMS)
CIK: 0001604028
Period of Report: 2019-10-03

Reporting Person: Berkshire Partners Holdings LLC (10% Owner)
Reporting Person: BPSP, L.P. (10% Owner)
Reporting Person: Berkshire Partners LLC (10% Owner)
Reporting Person: Stockbridge Partners LLC (10% Owner)
Reporting Person: Berkshire Fund IX, L.P. (10% Owner)
Reporting Person: Berkshire Fund IX-A, L.P. (10% Owner)
Reporting Person: Stockbridge Fund, L.P. (10% Owner)
Reporting Person: Stockbridge Absolute Return Fund, L.P. (10% Owner)
Reporting Person: Berkshire Investors III LLC (10% Owner)
Reporting Person: Berkshire Investors IV LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-10-03	Common Stock	P	85400	$31.4379	Acquired	12550851	Indirect
2019-10-04	Common Stock	P	2237	$32.4116	Acquired	12553088	Indirect
2019-10-04	Common Stock	P	9373	$32.9718	Acquired	12562461	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	143356	Direct
Common Stock	134841	Direct

Footnotes

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 6,015,089 shares of the Issuer's common stock, and Berkshire Fund IX-A, L.P. ("BF IX-A") holds 2,464,069 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 3,344,977 shares of the Issuer's common stock, Stockbridge Absolute Return Fund, L.P. ("SARF") holds 10,192 shares of the Issuer's common stock, and SP holds 728,134 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.

F5: The purchase reported on this Form 4 was effective pursuant to a Rule 10b5-1 trading plan adopted by SF and SARF on September 13, 2019.

F6: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions within the range of $31.2300 to $31.7200. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

F7: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions within the range of $31.8100 to $32.8099. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

F8: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions within the range of $32.8100 to $33.0000. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.