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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 2270 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
WAUD REEVE B 300 N. LASALLE STREET, SUITE 4900 CHICAGO, IL 60654 |
 X |  X |  |  |
/s/ Reeve B. Waud | 02/14/2013 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Represents a transfer of ACHC common stock to Crystal Cove LP ("Crystal Cove"), a limited partnership of which Mr. Waud is the sole general partner and of which Mr. Waud and trusts for the benefit of Mr. Waud's children were then the sole limited partners. |
(2) | Mr. Waud expressly disclaims beneficial ownership of the reported shares except to the extent of his pecuniary interest therein. |
(3) | The reported shares are owned of record as follows: (i) 2,038,125 shares by Waud Capital Partners II, L.P. ("WCP II"), (ii) 3,726,016 shares by Waud Capital Partners QP II, L.P. ("Waud QP II"), (iii) 648,507 shares by the Reeve B. Waud 2011 Family Trust, (iv) 72,057 shares by Waud Family Partners, L.P. ("WFP LP"), (v) 568,655 shares by WCP FIF II (Acadia), L.P. ("WCP FIF II"), (vi) 582,401 shares by Waud Capital Affiliates II, L.L.C. ("Waud Affiliates II"), (vii) 298,889 shares by Waud Capital Affiliates III, L.L.C. ("Waud Affiliates III"), (viii) 811,863 shares by WCP FIF III (Acadia), L.P. ("WCP FIF III"), (ix) 1,849,888 shares by Waud Capital Partners QP III, L.P. ("Waud QP III"), (x) 327,133 shares by Waud Capital Partners III, L.P. ("WCP III") and (xi) 33,333 shares by Melissa W. Waud, Mr. Waud's wife. |
(4) | Waud Capital Partners Management II, L.P. ("WCPM II") is the general partner of WCP II, Waud QP II and WCP FIF II and the manager of Waud Affiliates II. Waud Capital Partners II, L.L.C. ("Waud II LLC") is the general partner of WCPM II. Waud Capital Partners Management III, L.P. ("WCPM III") is the general partner of WCP FIF III, Waud QP III and WCP III and the Manager of Waud Affiliates III. Waud Capital Partners III, L.L.C. ("Waud III LLC") is the general partner of WCPM III. |
(5) | Mr. Waud may be deemed to beneficially own the shares of common stock described above by virtue of his (A) making decisions for the Limited Partner Committee of each of WCPM II and WCPM III, (B) being the manager of Waud II LLC and Waud III LLC, (C) being the general partner of WFP LP, (D) being the investment advisor of the Reeve B. Waud 2011 Family Trust and (E) being married to Ms. Waud. |
(6) | Represents the aggregate amount of ACHC common stock owned by Crystal Cove. |
(7) | Includes 795,667 shares owned of record by Crystal Cove. Mr. Waud may be deemed to beneficially own these shares by virtue of his being the general partner of Crystal Cove. |
(8) | Represents a gift of a limited partnership interest in Crystal Cove to the Reeve B. Waud 2011 Family Trust. |