ADVANCED DRAINAGE SYSTEMS, INC. — Director's Dealing 2022

Sep 16, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ADVANCED DRAINAGE SYSTEMS, INC. (WMS)
CIK: 0001604028
Period of Report: 2022-09-13

Reporting Person: Seetharam Anil (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-09-13	Common Stock	S	5303	$135.5077	Disposed	3367257	Indirect
2022-09-13	Common Stock	S	47180	$136.6201	Disposed	3320077	Indirect
2022-09-13	Common Stock	S	678	$137.65	Disposed	3319399	Indirect
2022-09-14	Common Stock	S	56788	$135.7622	Disposed	3262611	Indirect
2022-09-14	Common Stock	S	1745	$136.5	Disposed	3260866	Indirect
2022-09-15	Common Stock	S	21135	$135.5638	Disposed	3239731	Indirect
2022-09-15	Common Stock	S	4847	$136.0002	Disposed	3234884	Indirect
2022-09-13	Common Stock	S	83	$135.5077	Disposed	32653	Indirect
2022-09-13	Common Stock	S	743	$136.6201	Disposed	31910	Indirect
2022-09-13	Common Stock	S	11	$137.65	Disposed	31899	Indirect
2022-09-14	Common Stock	S	894	$135.7622	Disposed	31005	Indirect
2022-09-14	Common Stock	S	27	$136.5	Disposed	30978	Indirect
2022-09-15	Common Stock	S	333	$135.5638	Disposed	30645	Indirect
2022-09-15	Common Stock	S	76	$136.0002	Disposed	30569	Indirect
2022-09-13	Common Stock	S	85	$135.5077	Disposed	30996	Indirect
2022-09-13	Common Stock	S	754	$136.6201	Disposed	30242	Indirect
2022-09-13	Common Stock	S	11	$137.65	Disposed	30231	Indirect
2022-09-14	Common Stock	S	908	$135.7622	Disposed	29323	Indirect
2022-09-14	Common Stock	S	28	$136.5	Disposed	29295	Indirect
2022-09-15	Common Stock	S	338	$135.5638	Disposed	28957	Indirect
2022-09-15	Common Stock	S	77	$136.0002	Disposed	28880	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4969	Direct
Common Stock	730	Indirect
Common Stock	1940	Indirect

Footnotes

F1: Represents shares held directly or indirectly by Berkshire Fund IX, L.P. ("BF IX"), Berkshire Fund IX-A, L.P. ("BF IX-A"), Stockbridge Fund, L.P. ("SF") and certain other accounts (collectively, the "Berkshire Entities"). Ninth Berkshire Associates LLC ("9BA") is the general partner of BF IX and BF IX-A, and Stockbridge Associates LLC ("SA") is the general partner of SF. Berkshire Partners LLC ("BP") is the investment adviser to BF IX and BF IX-A, and Stockbridge Partners LLC ("SP") is the investment adviser to SF and such certain other accounts. Berkshire Partners Holdings LLC ("BPH") is the general partner of BPSP, L.P. ("BPSP"), which is the managing member of BP and SP.

F2: (continued from Footnote 1) The Reporting Person is a managing member of BPH, BPSP, BP, SP, 9BA and SA. By virtue of the relationships described in the preceding sentences, the Reporting Person may be deemed to share beneficial ownership with respect to the shares of common stock held by the Berkshire Entities. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.

F3: Represents shares held by Berkshire Investors III LLC ("BI III"). The Reporting Person is a managing member of BI III. By virtue of the relationship described in the preceding sentence, the Reporting Person may be deemed to share beneficial ownership with respect to the shares of common stock held by BI III. The Reporting Person disclaims beneficial ownership of the shares held by BI III, except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.

F4: Represents shares held by Berkshire Investors IV LLC ("BI IV"). The Reporting Person is a managing member of BI IV. By virtue of the relationship described in the preceding sentence, the Reporting Person may be deemed to share beneficial ownership with respect to the shares of common stock held by BI IV. The Reporting Person disclaims beneficial ownership of the shares held by BI IV, except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions within the range of $135.5 to $136.4999. 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 sold at each separate price within the range set forth in this footnote.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions within the range of $136.5 to $137.4999. 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 sold at each separate price within the range set forth in this footnote.

F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions within the range of $137.5 to $138.05. 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 sold at each separate price within the range set forth in this footnote.

F8: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions within the range of $135.5 to $136.4999. 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 sold at each separate price within the range set forth in this footnote.

F9: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions within the range of $135 to $135.9999. 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 sold at each separate price within the range set forth in this footnote.

F10: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions within the range of $136 to $136.0075. 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 sold at each separate price within the range set forth in this footnote.