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ADVANCED DRAINAGE SYSTEMS, INC. Director's Dealing 2020

Jun 15, 2020

30558_dirs_2020-06-15_92711662-ccae-4b4b-aad8-1132ac338665.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ADVANCED DRAINAGE SYSTEMS, INC. (WMS)
CIK: 0001604028
Period of Report: 2020-06-11

Reporting Person: Berkshire Partners Holdings LLC (10% Owner)
Reporting Person: BPSP, L.P. (10% Owner)
Reporting Person: Berkshire Partners LLC (10% Owner)
Reporting Person: Stockbridge Partners LLC (10% Owner)
Reporting Person: Berkshire Fund IX, L.P. (10% Owner)
Reporting Person: Berkshire Fund IX-A, L.P. (10% Owner)
Reporting Person: Stockbridge Fund, L.P. (10% Owner)
Reporting Person: Stockbridge Absolute Return Fund, L.P. (10% Owner)
Reporting Person: Berkshire Investors III LLC (10% Owner)
Reporting Person: Berkshire Investors IV LLC (10% Owner)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2020-06-11 Common Stock P 48 $43.7100 Acquired 12562509 Indirect
2020-06-11 Common Stock P 1 $43.7100 Acquired 143357 Direct
2020-06-11 Common Stock P 1 $43.7100 Acquired 134842 Direct

Footnotes

F1: Represents shares that may be deemed to be indirectly beneficially owned by Berkshire Partners Holdings LLC ("BPH"), BPSP, L.P. ("BPSP"), Stockbridge Partners LLC ("SP") and Berkshire Partners LLC ("BP"). Berkshire Fund IX, L.P. ("BF IX") holds 6,015,123 shares of the Issuer's common stock, and Berkshire Fund IX-A, L.P. ("BF IX-A") holds 2,464,083 shares of the Issuer's common stock. Ninth Berkshire Associates LLC ("9BA") is the general partner of BF IX and BF IX-A. Stockbridge Fund, L.P. (f/k/a Stockbridge Special Situations Fund, L.P.) ("SF") holds 3,344,977 shares of the Issuer's common stock, Stockbridge Absolute Return Fund, L.P. ("SARF") holds 10,192 shares of the Issuer's common stock, and SP holds 728,134 shares of the Issuer's common stock on behalf of certain other accounts. Stockbridge Associates LLC ("SA") is the general partner of SF and SARF.

F2: (Continued from Footnote 1) BPH is the general partner of BPSP, which is the managing member of each of SP, the registered investment adviser of SF, SARF and certain other accounts holding shares of the Issuer, and BP, the registered investment adviser of BF IX and BF IX-A. As the managing member of SP and BP, BPSP may be deemed to beneficially own shares of common stock that are beneficially owned by SP and BP. As the general partner of BPSP, BPH may be deemed to beneficially own shares of common stock that are beneficially owned by BPSP. BPH, BPSP, BP, SP, 9BA and SA are under common control and may be deemed to be, but do not admit to being, a group for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act"). Each of BPH, BPSP, BP, SP, 9BA and SA disclaims beneficial ownership of any securities except to the extent of its pecuniary interest therein.

F3: Represents shares held directly by Berkshire Investors III LLC. Berkshire Investors III LLC may be deemed to be, but does not admit to being, a member of a group holding over 10% of the outstanding common stock of the Issuer for purposes of Section 13(d)(3) of the Act.

F4: Represents shares held directly by Berkshire Investors IV LLC. Berkshire Investors IV LLC may be deemed to be, but does not admit to being, a member of a group holding over 10% of the outstanding common stock of the Issuer for purposes of Section 13(d)(3) of the Act.