UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 5)
Acadia Healthcare Company, Inc.
(Name of issuer)
Common Stock, par value $0.01
(Title of class of securities)
00404A109
(CUSIP number)
Waud Capital Partners
300 N. LaSalle St., Suite 4900
Chicago, IL 60654
(312) 676-8400
COPY TO:
Carol Anne Huff
Kirkland & Ellis LLP
300 N. LaSalle St.
Chicago, Illinois 60654
(312) 862-2000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 15, 2017
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13D/A
| CUSIP No. 00404A109 | Page 2 of 26 |
| (1) | Names of reporting persons
Waud Capital Partners II, L.P. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
OO (See Item 3) | |||||
| (5) | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
| |||||
| (6) | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with:
|
(7) | Sole voting power
0 | ||||
| (8) | Shared voting power
570,710 (See Item 5) | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
570,710 (See Item 5) | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
570,710 (See Item 5) | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
| |||||
| (13) | Percent of class represented by amount in Row (11)
0.7% (See Item 5) | |||||
| (14) | Type of reporting person (see instructions)
PN | |||||
SCHEDULE 13D/A
| CUSIP No. 00404A109 | Page 3 of 26 |
| (1) | Names of reporting persons
Waud Capital Partners QP II, L.P. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
OO (See Item 3) | |||||
| (5) | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
| |||||
| (6) | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with:
|
(7) | Sole voting power
0 | ||||
| (8) | Shared voting power
1,043,348 (See Item 5) | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
1,043,348 (See Item 5) | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
1,043,348 (See Item 5) | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
| |||||
| (13) | Percent of class represented by amount in Row (11)
1.2% (See Item 5) | |||||
| (14) | Type of reporting person (see instructions)
PN | |||||
SCHEDULE 13D/A
| CUSIP No. 00404A109 | Page 4 of 26 |
| (1) | Names of reporting persons
Halcyon Exempt Family Trust | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
OO (See Item 3) | |||||
| (5) | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
| |||||
| (6) | Citizenship or place of organization
Illinois | |||||
| Number of shares beneficially owned by each reporting person with:
|
(7) | Sole voting power
0 | ||||
| (8) | Shared voting power
531,113 (See Item 5) | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
531,113 (See Item 5) | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
531,113 (See Item 5) | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
| |||||
| (13) | Percent of class represented by amount in Row (11)
0.6% (See Item 5) | |||||
| (14) | Type of reporting person (see instructions)
OO | |||||
SCHEDULE 13D/A
| CUSIP No. 00404A109 | Page 5 of 26 |
| (1) | Names of reporting persons
Waud Family Partners, L.P. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
OO (See Item 3) | |||||
| (5) | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
| |||||
| (6) | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with:
|
(7) | Sole voting power
0 | ||||
| (8) | Shared voting power
41,765 (See Item 5) | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
41,765 (See Item 5) | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
41,765 (See Item 5) | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
| |||||
| (13) | Percent of class represented by amount in Row (11)
0.05% (See Item 5) | |||||
| (14) | Type of reporting person (see instructions)
PN | |||||
SCHEDULE 13D/A
| CUSIP No. 00404A109 | Page 6 of 26 |
| (1) | Names of reporting persons
WCP FIF II (Acadia), L.P. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
OO (See Item 3) | |||||
| (5) | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
| |||||
| (6) | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with:
|
(7) | Sole voting power
0 | ||||
| (8) | Shared voting power
159,233 (See Item 5) | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
159,233 (See Item 5) | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
159,233 (See Item 4) | |||||
| (12) | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ☐
| |||||
| (13) | Percent of class represented by amount in Row (9)
0.2% (See Item 4) | |||||
| (14) | Type of reporting person (see instructions)
PN | |||||
SCHEDULE 13D/A
| CUSIP No. 00404A109 | Page 7 of 26 |
| (1) | Names of reporting persons
Waud Capital Affiliates II, L.L.C. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
OO (See Item 3) | |||||
| (5) | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
| |||||
| (6) | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with:
|
(7) | Sole voting power
0 | ||||
| (8) | Shared voting power
163,082 (See Item 5) | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
163,082 (See Item 5) | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
163,082 (See Item 5) | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
| |||||
| (13) | Percent of class represented by amount in Row (11)
0.2% (See Item 5) | |||||
| (14) | Type of reporting person (see instructions)
OO | |||||
SCHEDULE 13D/A
| CUSIP No. 00404A109 | Page 8 of 26 |
| (1) | Names of reporting persons
Waud Capital Affiliates III, L.L.C. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
OO (See Item 3) | |||||
| (5) | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
| |||||
| (6) | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with:
|
(7) | Sole voting power
0 | ||||
| (8) | Shared voting power
83,694 (See Item 5) | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
83,694 (See Item 5) | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
83,694 (See Item 5) | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
| |||||
| (13) | Percent of class represented by amount in Row (11)
0.1% (See Item 5) | |||||
| (14) | Type of reporting person (see instructions)
OO | |||||
SCHEDULE 13D/A
| CUSIP No. 00404A109 | Page 9 of 26 |
| (1) | Names of reporting persons
WCP FIF III (Acadia), L.P. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
OO (See Item 3) | |||||
| (5) | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
| |||||
| (6) | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with:
|
(7) | Sole voting power
0 | ||||
| (8) | Shared voting power
227,335 (See Item 5) | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
227,335 (See Item 5) | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
227,335 (See Item 5) | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
| |||||
| (13) | Percent of class represented by amount in Row (11)
0.3% (See Item 5) | |||||
| (14) | Type of reporting person (see instructions)
PN | |||||
SCHEDULE 13D/A
| CUSIP No. 00404A109 | Page 10 of 26 |
| (1) | Names of reporting persons
Waud Capital Partners QP III, L.P. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
OO (See Item 3) | |||||
| (5) | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
| |||||
| (6) | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with:
|
(7) | Sole voting power
0 | ||||
| (8) | Shared voting power
518,000 (See Item 5) | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
518,000 (See Item 5) | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
518,000 (See Item 5) | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
| |||||
| (13) | Percent of class represented by amount in Row (11)
0.6% (See Item 5) | |||||
| (14) | Type of reporting person (see instructions)
PN | |||||
SCHEDULE 13D/A
| CUSIP No. 00404A109 | Page 11 of 26 |
| (1) | Names of reporting persons
Waud Capital Partners III, L.P. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
OO (See Item 3) | |||||
| (5) | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
| |||||
| (6) | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with:
|
(7) | Sole voting power
0 | ||||
| (8) | Shared voting power
91,602 (See Item 5) | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
91,602 (See Item 5) | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
91,602 (See Item 5) | |||||
| (12) | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ☐
| |||||
| (13) | Percent of class represented by amount in Row (9)
0.1% (See Item 5) | |||||
| (14) | Type of reporting person (see instructions)
PN | |||||
SCHEDULE 13D/A
| CUSIP No. 00404A109 | Page 12 of 26 |
| (1) | Names of reporting persons
Waud Capital Partners Management II, L.P. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
OO (See Item 3) | |||||
| (5) | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
| |||||
| (6) | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with:
|
(7) | Sole voting power
0 | ||||
| (8) | Shared voting power
1,936,373 (See Item 5) | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
1,936,373 (See Item 5) | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
1,936,373 (See Item 5) | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
| |||||
| (13) | Percent of class represented by amount in Row (11)
2.2% (See Item 5) | |||||
| (14) | Type of reporting person (see instructions)
PN | |||||
SCHEDULE 13D/A
| CUSIP No. 00404A109 | Page 13 of 26 |
| (1) | Names of reporting persons
Waud Capital Partners II, L.L.C. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
OO (See Item 3) | |||||
| (5) | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
| |||||
| (6) | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with:
|
(7) | Sole voting power
0 | ||||
| (8) | Shared voting power
1,936,373 (See Item 5) | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
1,936,373 (See Item 5) | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
1,936,373 (See Item 5) | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
| |||||
| (13) | Percent of class represented by amount in Row (11)
2.2% (See Item 5) | |||||
| (14) | Type of reporting person (see instructions)
OO | |||||
SCHEDULE 13D/A
| CUSIP No. 00404A109 | Page 14 of 26 |
| (1) | Names of reporting persons
Waud Capital Partners Management III, L.P. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
OO (See Item 3) | |||||
| (5) | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
| |||||
| (6) | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with:
|
(7) | Sole voting power
0 | ||||
| (8) | Shared voting power
920,631 (See Item 5) | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
920,631 (See Item 5) | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
920,631 (See Item 5) | |||||
| (12) | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ☐
| |||||
| (13) | Percent of class represented by amount in Row (9)
1.1% (See Item 5) | |||||
| (14) | Type of reporting person (see instructions)
PN | |||||
SCHEDULE 13D/A
| CUSIP No. 00404A109 | Page 15 of 26 |
| (1) | Names of reporting persons
Waud Capital Partners III, L.L.C. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
OO (See Item 3) | |||||
| (5) | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
| |||||
| (6) | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with:
|
(7) | Sole voting power
0 | ||||
| (8) | Shared voting power
920,631 (See Item 5) | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
920,631 (See Item 5) | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
920,631 (See Item 5) | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
| |||||
| (13) | Percent of class represented by amount in Row (11)
1.1% (See Item 5) | |||||
| (14) | Type of reporting person (see instructions)
OO | |||||
SCHEDULE 13D/A
| CUSIP No. 00404A109 | Page 16 of 26 |
| (1) | Names of reporting persons
Waud Capital Partners, L.L.C. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
OO (See Item 3) | |||||
| (5) | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
| |||||
| (6) | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with:
|
(7) | Sole voting power
0 | ||||
| (8) | Shared voting power
39,851 (See Item 5) | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
39,851 (See Item 5) | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
39,851 (See Item 5) | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
| |||||
| (13) | Percent of class represented by amount in Row (11)
0.05% (See Item 5) | |||||
| (14) | Type of reporting person (see instructions)
OO | |||||
SCHEDULE 13D/A
| CUSIP No. 00404A109 | Page 17 of 26 |
| (1) | Names of reporting persons
Crystal Cove LP | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
OO (See Item 3) | |||||
| (5) | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
| |||||
| (6) | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with:
|
(7) | Sole voting power
0 | ||||
| (8) | Shared voting power
795,667 (See Item 5) | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
795,667 (See Item 5) | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
795,667 (See Item 5) | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
| |||||
| (13) | Percent of class represented by amount in Row (11)
0.9% (See Item 5) | |||||
| (14) | Type of reporting person (see instructions)
PN | |||||
SCHEDULE 13D/A
| CUSIP No. 00404A109 | Page 18 of 26 |
| (1) | Names of reporting persons
Reeve B. Waud | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
OO (See Item 3) | |||||
| (5) | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
| |||||
| (6) | Citizenship or place of organization
United States | |||||
| Number of shares beneficially owned by each reporting person with:
|
(7) | Sole voting power
0 | ||||
| (8) | Shared voting power
4,298,733 (See Item 5) | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
4,298,733 (See Item 5) | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
4,298,733 (See Item 5) | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
| |||||
| (13) | Percent of class represented by amount in Row (11)
4.9% (See Item 5) | |||||
| (14) | Type of reporting person (see instructions)
IN | |||||
SCHEDULE 13D/A
| CUSIP No. 00404A109 | Page 19 of 26 |
| (1) | Names of reporting persons
Melissa W. Waud | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
PF (See Item 3) | |||||
| (5) | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
| |||||
| (6) | Citizenship or place of organization
United States | |||||
| Number of shares beneficially owned by each reporting person with:
|
(7) | Sole voting power
0 | ||||
| (8) | Shared voting power
33,333 (See Item 5) | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
33,333 (See Item 5) | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
33,333 (See Item 5) | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
| |||||
| (13) | Percent of class represented by amount in Row (11)
0.04% (See Item 5) | |||||
| (14) | Type of reporting person (see instructions)
IN | |||||
SCHEDULE 13D/A
| CUSIP No. 00404A109 | Page 20 of 26 |
The Statement on Schedule 13D originally filed with the Securities and Exchange Commission (the “Commission”) on February 17, 2015, by the persons named therein and as amended by Amendments No. 1, No. 2, No. 3 and No. 4 to Schedule 13D filed with the Commission on August 18, 2015, July 15, 2016, September 16, 2016 and November 2, 2016, respectively (the “Statement”), is hereby amended and supplemented by this Amendment No. 5 to Schedule 13D (the “Amendment”). Capitalized terms used herein and not otherwise defined have the meanings assigned to such terms in the Statement. Except as otherwise provided herein, each Item of the Statement remains unchanged. All of the percentages calculated in this Amendment are based upon an aggregate of 87,553,024 shares of Common Stock outstanding as of February 24, 2017, as disclosed in the Company’s Annual Report on Form 10-K, as filed with the Commission.
Information with respect to each Reporting Person is given solely by such Reporting Person and no Reporting Person assumes responsibility for the accuracy or completeness of the information furnished by another Reporting Person. The Reporting Persons expressly disclaim that they have agreed to act as a group other than as described herein.
Item 4. Purpose of the Transaction.
Item 4 of the Statement is hereby amended and supplemented by adding the following:
On March 15, 2017, the following Reporting Persons sold an aggregate of 3,024,891 shares under Rule 144 under the Securities Act: (i) 570,710 shares by Waud Capital Partners II, L.P. (“WCP II”); (ii) 1,043,349 shares by Waud Capital Partners QP II, L.P. (“Waud QP II”); (iii) 159,233 shares by WCP FIF II (Acadia), L.P. (“WCP FIF II”); (iv) 163,082 shares by Waud Capital Affiliates II, L.L.C. (“Waud Affiliates II”); (v) 83,694 shares by Waud Capital Affiliates III, L.L.C. (“Waud Affiliates III”); (vi) 227,336 shares by WCP FIF III (Acadia), L.P. (“WCP FIF III”); (vii) 518,001 shares by Waud Capital Partners QP III, L.P. (“Waud QP III”); (viii) 91,603 shares by Waud Capital Partners III, L.P. (“WCP III”); (ix) 75,000 shares by the Halcyon Exempt Family Trust (the “Halcyon Trust”); (x) 41,765 shares by Waud Family Partners, L.P. (“WFP LP”); and (xi) 51,118 by Reeve B. Waud.
Item 5. Interest in Securities of the Issuer.
Item 5(a), (b), (c) and (e) of the Statement are hereby amended and restated in their entirety as follows:
| (a) | Amount beneficially owned as of the date hereof: In the aggregate, the Reporting Persons beneficially own 4,298,733 shares of Common Stock. The shares are held of record as follows: (i) 570,710 shares by WCP II; (ii) 1,043,348 shares by Waud QP II; (iii) 159,233 shares by WCP FIF II; (iv) 163,082 shares by Waud Affiliates II; (v) 83,694 shares by Waud Affiliates III; (vi) 227,335 shares by WCP FIF III; (vii) 518,000 shares by Waud QP III; (viii) 91,603 shares by WCP III; (ix) 531,113 shares by the Halcyon Trust; (x) 41,765 shares by WFP LP; (xi) 4,555 shares by Reeve B. Waud; (xii) 795,667 shares by Crystal Cove LP (“Crystal Cove”); (xiii) 33,333 shares by Melissa W. Waud, Mr. Waud’s wife; and (xiv) 35,296 shares by Waud Capital Partners, L.L.C. (“Waud Capital Partners”). The 4,555 shares held of record by Mr. Waud, are held for the benefit of Waud Capital Partners. Waud Capital Partners Management II, L.P. (“WCPM II”), as the general partner of WCP II, Waud QP II and WCP FIF II and the manager of Waud Affiliates II, and Waud Capital Partners II, L.L.C. (“Waud II LLC”), as the general partner of WCPM II, may be deemed to share beneficial ownership of the shares of Common Stock held of record by such Reporting Persons. Waud Capital Partners Management III, L.P. (“WCPM III”), as the general partner of WCP FIF III, Waud QP III and WCP III and the manager of Waud Affiliates III, and Waud Capital Partners III, L.L.C. (“Waud III LLC”), as the general partner of WCPM III, may be deemed to share beneficial ownership of the shares of Common Stock held of record by such Reporting Persons. Mr. Waud may be deemed to beneficially own the shares 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 and Crystal Cove, (D) being the investment advisor of the Halcyon Trust, (E) being married to Ms. Waud and (E) being the sole manager of Waud Capital Partners. |
Percent of class: In the aggregate, the Reporting Persons beneficially own 4,298,733 shares of Common Stock, or 4.9%, of the total number of shares of Common Stock outstanding.
| (b) | Number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote: See Item 7 on the cover pages hereto. |
SCHEDULE 13D/A
| CUSIP No. 00404A109 | Page 21 of 26 |
| (ii) | shared power to vote or to direct the vote: See Item 8 on the cover pages hereto. |
| (iii) | sole power to dispose or to direct the disposition of: See Item 9 on the cover pages hereto. |
| (iv) | shared power to dispose or to direct the disposition of: See Item 10 on the cover pages hereto. |
| (c) | See Item 4 above. The shares were sold at $41.06 per share before discounts and commissions. |
| (e) | The Reporting Persons ceased to be the beneficial owners of more than five percent of the Common Stock on March 15, 2017 following the sale reported hereby. |
SCHEDULE 13D/A
| CUSIP No. 00404A109 | Page 22 of 26 |
Item 7. Material to be Filed as Exhibits.
| Exhibit A: | Joint Filing Agreement dated as of July 15, 2016, by and among the Reporting Persons (previously filed as Exhibit A with the Statement filed on July 15, 2016) | |
| Exhibit B: | Amended and Restated Stockholders Agreement, dated as of October 29, 2014, by and among Acadia Healthcare Company, Inc. and the Stockholders party thereto (incorporated by reference to Exhibit 4.1 to Acadia Healthcare Company, Inc.’s Current Report on Form 8-K filed on October 30, 2014) | |
| Exhibit C: | Third Amended and Restated Registration Rights Agreement, dated as of December 31, 2015, by and among Acadia Healthcare Company, Inc. and the Parties party thereto (incorporated by reference to Exhibit 4 to Acadia Healthcare Company, Inc.’s Current Report on Form 8-K filed on January 4, 2016) | |
| Exhibit D: | Evidence of Signing Authority of Cornelius B. Waud with respect to the Halcyon Exempt Family Trust (previously filed as Exhibit E with the Statement filed on July 15, 2016) | |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: March 17, 2017
| By: | /s/ Reeve B. Waud | |
| Name: | Reeve B. Waud | |
| By: | /s/ Melissa W. Waud | |
| Name: | Melissa W. Waud | |
| WAUD CAPITAL PARTNERS II, L.P. | ||
| By: | Waud Capital Partners Management II, L.P. | |
| Its: | General Partner | |
| By: | Waud Capital Partners II, L.L.C. | |
| Its: | General Partner | |
| By: | /s/ Reeve B. Waud | |
| Name: | Reeve B. Waud | |
| Its: | Authorized Signatory | |
| WAUD CAPITAL PARTNERS QP II, L.P. | ||
| By: | Waud Capital Partners Management II, L.P. | |
| Its: | General Partner | |
| By: | Waud Capital Partners II, L.L.C. | |
| Its: | General Partner | |
| By: | /s/ Reeve B. Waud | |
| Name: | Reeve B. Waud | |
| Its: | Authorized Signatory | |
| WCP FIF II (ACADIA), L.P. | ||
| By: | Waud Capital Partners Management II, L.P. | |
| Its: | General Partner | |
| By: | Waud Capital Partners II, L.L.C. | |
| Its: | General Partner | |
| By: | /s/ Reeve B. Waud | |
| Name: | Reeve B. Waud | |
| Its: | Authorized Signatory | |
| WAUD CAPITAL PARTNERS MANAGEMENT II, L.P. | ||
| By: | Waud Capital Partners II, L.L.C. | |
| Its: | General Partner | |
| By: | /s/ Reeve B. Waud | |
| Name: | Reeve B. Waud | |
| Its: | Authorized Signatory | |
| WAUD CAPITAL PARTNERS II, L.L.C. | ||
| By: | /s/ Reeve B. Waud | |
| Name: | Reeve B. Waud | |
| Its: | Authorized Signatory | |
| WAUD CAPITAL PARTNERS MANAGEMENT III, L.P. | ||
| By: | Waud Capital Partners III, L.LC. | |
| Its: | General Partners | |
| By: | /s/ Reeve B. Waud | |
| Name: | Reeve B. Waud | |
| Its: | Authorized Signatory | |
| WAUD CAPITAL PARTNERS III, L.L.C. | ||
| By: | /s/ Reeve B. Waud | |
| Name: | Reeve B. Waud | |
| Its: | Authorized Signatory | |
| WAUD CAPITAL PARTNERS III, L.P. | ||
| By: | Waud Capital Partners Management III, L.P. | |
| Its: | General Partner | |
| By: | Waud Capital Partners III, L.L.C. | |
| Its: | General Partner | |
| By: | /s/ Reeve B. Waud | |
| Name: | Reeve B. Waud | |
| Its: | Authorized Signatory | |
| WAUD CAPITAL PARTNERS QP III, L.P. | ||
| By: | Waud Capital Partners Management III, L.P. | |
| Its: | General Partner | |
| By: | Waud Capital Partners III, L.L.C. | |
| Its: | General Partner | |
| By: | /s/ Reeve B. Waud | |
| Name: | Reeve B. Waud | |
| Its: | Authorized Signatory | |
| WAUD FIF III (ACADIA), L.P. | ||
| By: | Waud Capital Partners Management III, L.P. | |
| Its: | General Partner | |
| By: | Waud Capital Partners III, L.L.C. | |
| Its: | General Partner | |
| By: | /s/ Reeve B. Waud | |
| Name: | Reeve B. Waud | |
| Its: | Authorized Signatory | |
| WAUD CAPITAL AFFILIATES II, L.L.C. | ||
| By: | /s/ Reeve B. Waud | |
| Name: | Reeve B. Waud | |
| Its: | Authorized Signatory | |
| WAUD CAPITAL AFFILIATES III, L.L.C. | ||
| By: | /s/ Reeve B. Waud | |
| Name: | Reeve B. Waud | |
| Its: | Authorized Signatory | |
| WAUD FAMILY PARTNERS, L.P. | ||
| By: | /s/ Reeve B. Waud | |
| Name: | Reeve B. Waud | |
| Its: | Authorized Signatory | |
| WAUD CAPITAL PARTNERS, L.L.C. | ||
| By: | /s/ Reeve B. Waud | |
| Name: | Reeve B. Waud | |
| Its: | Sole Manager | |
| HALCYON EXEMPT FAMILY TRUST | ||
| By: | /s/ Cornelius B. Waud | |
| Name: | Cornelius B. Waud | |
| Its: | Trustee | |
| (evidence of signing authority previously filed as Exhibit E to the Statement) | ||
| CRYSTAL COVE LP | ||
| By: | /s/ Reeve B. Waud | |
| Name: | Reeve B. Waud | |
| Its: | General Partner | |
EXHIBIT INDEX
| Exhibit |
Description | |
| Exhibit A: | Joint Filing Agreement dated as of July 15, 2016, by and among the Reporting Persons (previously filed as Exhibit A with the Statement filed on July 15, 2016) | |
| Exhibit B: | Amended and Restated Stockholders Agreement, dated as of October 29, 2014, by and among Acadia Healthcare Company, Inc. and the Stockholders party thereto (incorporated by reference to Exhibit 4.1 to Acadia Healthcare Company, Inc.’s Current Report on Form 8-K filed on October 30, 2014) | |
| Exhibit C: | Third Amended and Restated Registration Rights Agreement, dated as of December 31, 2015, by and among Acadia Healthcare Company, Inc. and the Parties party thereto (incorporated by reference to Exhibit 4 to Acadia Healthcare Company, Inc.’s Current Report on Form 8-K filed on January 4, 2016) | |
| Exhibit D: | Evidence of Signing Authority of Cornelius B. Waud with respect to the Halcyon Exempt Family Trust (previously filed as Exhibit E with the Statement filed on July 15, 2016) | |