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

Aug 18, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ADVANCED DRAINAGE SYSTEMS, INC. (WMS)
CIK: 0001604028
Period of Report: 2022-08-16

Reporting Person: JONES ROSS M (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-08-16	Common Stock	J	969241	—	Disposed	4127280	Indirect
2022-08-16	Common Stock	J	15260	—	Disposed	32736	Indirect
2022-08-16	Common Stock	J	15499	—	Disposed	31081	Indirect
2022-08-16	Common Stock	J	14976	—	Acquired	45417	Direct

Footnotes

F1: Represents a pro rata in kind distribution of the Issuer's Common Stock by certain of the Berkshire Entities (as defined below), as well as BI III and BI IV (each as defined below), to their respective limited partners and members.

F2: Represents Common Stock received by the Reporting Person as part of the distribution referred to in note (1) above.

F3: 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.

F4: (continued from Footnote 3) 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.

F5: 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.

F6: 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.