UNIVERSAL HEALTH SERVICES INC — Director's Dealing 2017

Feb 22, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UNIVERSAL HEALTH SERVICES INC (UHS)
CIK: 0000352915
Period of Report: 2017-02-17

Reporting Person: Miller Marc D (Director, President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-17	Class B Common Stock	J	60042	$0.00	Disposed	0	Indirect
2017-02-17	Class B Common Stock	J	60042	$0.00	Disposed	0	Indirect
2017-02-17	Class B Common Stock	J	60042	$0.00	Disposed	0	Indirect
2017-02-17	Class B Common Stock	J	14858	$0.00	Acquired	14858	Indirect
2017-02-17	Class B Common Stock	J	14858	$0.00	Acquired	14858	Indirect
2017-02-17	Class B Common Stock	J	14858	$0.00	Acquired	14858	Indirect
2017-02-17	Class B Common Stock	J	17699	$0.00	Disposed	22259	Indirect
2017-02-17	Class B Common Stock	J	17699	$0.00	Disposed	22259	Indirect
2017-02-17	Class B Common Stock	J	17699	$0.00	Disposed	22259	Indirect
2017-02-17	Class B Common Stock	J	62883	$0.00	Acquired	62883	Indirect
2017-02-17	Class B Common Stock	J	62883	$0.00	Acquired	62883	Indirect
2017-02-17	Class B Common Stock	J	62883	$0.00	Acquired	62883	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-17	Class A Common Stock	$	J	60042	Disposed		Class B Common Stock (60042)	Indirect
2017-02-17	Class A Common Stock	$	J	90063	Disposed		Class B Common Stock (90063)	Indirect
2017-02-17	Class A Common Stock	$	J	60042	Disposed		Class B Common Stock (60042)	Indirect
2017-02-17	Class A Common Stock	$	J	14858	Acquired		Class B Common Stock (14858)	Indirect
2017-02-17	Class A Common Stock	$	J	22287	Acquired		Class B Common Stock (22287)	Indirect
2017-02-17	Class A Common Stock	$	J	14858	Acquired		Class B Common Stock (14858)	Indirect
2017-02-17	Class A Common Stock	$	J	17699	Disposed		Class B Common Stock (17699)	Indirect
2017-02-17	Class A Common Stock	$	J	26549	Disposed		Class B Common Stock (26549)	Indirect
2017-02-17	Class A Common Stock	$	J	17699	Disposed		Class B Common Stock (17699)	Indirect
2017-02-17	Class A Common Stock	$	J	62883	Acquired		Class B Common Stock (62883)	Indirect
2017-02-17	Class A Common Stock	$	J	94325	Acquired		Class B Common Stock (94325)	Indirect
2017-02-17	Class A Common Stock	$	J	62883	Acquired		Class B Common Stock (62883)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class B Common Stock	87345	Direct
Class B Common Stock	55763	Indirect
Class B Common Stock	59900	Indirect
Class B Common Stock	55763	Indirect
Class B Common Stock	43247	Indirect
Class B Common Stock	44110	Indirect
Class B Common Stock	43247	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class A Common Stock	$		Class B Common Stock (532194)	532194	Indirect
Class A Common Stock	$		Class B Common Stock (118900)	118900	Indirect
Class A Common Stock	$		Class B Common Stock (118900)	118900	Indirect
Class A Common Stock	$		Class B Common Stock (160563)	160563	Indirect
Class A Common Stock	$		Class B Common Stock (200695)	200695	Indirect
Class A Common Stock	$		Class B Common Stock (160563)	160563	Indirect

Footnotes

F1: The Class A Common Stock is convertible into Class B Common Stock on a share for share basis.

F2: On February 17, 2017, The Marc Daniel Miller 2014 GRAT distributed a 45.18379% interest in MDM 2014 LLC to Alan B. Miller, The Abby Miller King 2014 GRAT distributed a 45.18437% interest in AMK 2014 LLC to Alan B. Miller and The Marni Spencer 2014 GRAT distributed a 45.18437% interest of MS 2014 LLC to Alan B. Miller. In addition, The Marc Daniel Miller 2014 GRAT distributed a 14.85844% interest in MDM 2014 LLC to The Marc Daniel Miller 2002 Trust, The Abby Miller King 2014 GRAT distributed a 14.85759% interest in AMK 2014 LLC to The Abby Danielle Miller 2002 Trust and The Marni Spencer 2014 GRAT distributed a 14.85759% interest in MS 2014 LLC to The Marni Spencer 2002 Trust.

F3: (Continued from Footnote 2) All of the distributions hereinbefore described were made pursuant to the terms of the Trust Agreement creating each 2014 GRAT. Each 2014 GRAT has now terminated. The shares reflected represent the amount of shares held by each LLC as represented by the percentage LLC interests distributed. The reporting person is a trustee of each GRAT and each 2002 Trust and is a special manager of each LLC but disclaims beneficial interest in each GRAT and each 2002 Trust other than The Marc Daniel Miller 2014 GRAT and The Marc Daniel Miller 2002 Trust, and each LLC other than MDM 2014 LLC.

F4: On February 17, 2017, The Marc Daniel Miller 2015 GRAT distributed a 17.69925% interest in MDM 2014 LLC to Alan B. Miller, The Abby Miller King 2015 GRAT distributed a 17.69948% interest in AMK 2014 LLC to Alan B. Miller and The Marni Spencer 2015 GRAT distributed a 17.69948% interest in MS 2014 LLC to Alan B. Miller (the distributions were made pursuant to the terms of the Trust Agreement creating each 2015 GRAT). The shares reflected represent the amount of shares held by each LLC as represented by the percentage LLC interests distributed. The reporting person is a trustee of each GRAT and a special manager of each LLC but disclaims beneficial interest in each GRAT and each other than the Marc Daniel Miller 2015 GRAT and each LLC other than MDM 2014 LLC.

F5: On February 17, 2017, Alan B. Miller contributed a 62.88303% interest in MDM 2014 LLC to The Marc Daniel Miller 2017 GRAT, a 62.88385% interest in AMK 2014 LLC to The Abby Miller King 2017 GRAT and a 62.88385% interest in MS 2014 LLC to The Marni Spencer 2017 GRAT. The shares reflected represent the amount of shares held by each LLC as represented by the percentage LLC interests contributed. The reporting person is a trustee of each GRAT and a special manager of each LLC but disclaims beneficial interest in each GRAT other than the Marc Daniel Miller 2017 GRAT and each LLC other than the MDM 2014 LLC.

F6: The reporting person is a trustee of each of the 2011 Family Trusts for the benefit of Alan B. Miller's three children and has sole voting power with respect to these shares. The reporting person disclaims beneficial ownership of the shares of Class A Common Stock held by The Abby Miller King 2011 Family Trust and The Marni Spencer 2011 Family Trust.

F7: Immediately

F8: Not Applicable

F9: The reporting person is the sole manager of the A. Miller Family, LLC and during his tenure as such, has voting and dispositive power with respect to the Class A Common Stock held by the A. Miller Family, LLC. The reporting person disclaims beneficial ownership of the shares of Class A Common Stock held by the A. Miller Family, LLC except to the extent of his pecuniary interest therein.

F10: The reporting person is a trustee of each of The Abby Miller King Family 2012 Trust and The Marni Spencer Family 2012 Trust and has sole voting power with respect to these shares. The reporting person disclaims beneficial ownership of the shares of Class A Common Stock held by The Abby Miller King Family 2012 Trust and The Marni Spencer Family 2012 Trust.

F11: The reporting person is a trustee of each of The Abby Danielle Miller 2002 Trust, The Marc Daniel Miller 2002 Trust and The Marni Spencer 2002 Trust but disclaims beneficial ownership of the shares of Class A Common Stock held by The Abby Danielle Miller 2002 Trust and The Marni Spencer 2002 Trust.