SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MILLER ALAN B

(Last)

(First)

(Middle)

UNIVERSAL HEALTH SERVICES, INC.

367 SOUTH GULPH ROAD

(Street)

KING OF PRUSSIA

19406

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
UNIVERSAL HEALTH SERVICES INC [ UHS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/11/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	01/11/2016		J⁽¹⁾		39,958	D	$0.00	60,042	I	AMK 2014 LLC held by The Abby Miller King 2014 GRAT
Class B Common Stock	01/11/2016		J⁽¹⁾		39,958	A	$0.00	756,765	D
Class B Common Stock	01/11/2016		J⁽¹⁾		39,958	D	$0.00	60,042	I	MDM 2014 LLC held by The Marc Daniel Miller 2014 GRAT
Class B Common Stock	01/11/2016		J⁽¹⁾		39,958	A	$0.00	796,723	D
Class B Common Stock	01/11/2016		J⁽¹⁾		39,958	D	$0.00	60,042	I	MS 2014 LLC held by The Marni Spencer 2014 GRAT
Class B Common Stock	01/11/2016		J⁽¹⁾		39,958	A	$0.00	836,681	D
Class B Common Stock	01/11/2016		J⁽²⁾		39,958	D	$0.00	796,723	D
Class B Common Stock	01/11/2016		J⁽²⁾		39,958	A	$0.00	39,958	I	AMK 2014 LLC held by The Abby Miller King 2015 GRAT
Class B Common Stock	01/11/2016		J⁽²⁾		39,958	D	$0.00	756,765	D
Class B Common Stock	01/11/2016		J⁽²⁾		39,958	A	$0.00	39,958	I	MDM 2014 LLC held by The Marc Daniel Miller 2015 GRAT
Class B Common Stock	01/11/2016		J⁽²⁾		39,958	D	$0.00	716,807	D
Class B Common Stock	01/11/2016		J⁽²⁾		39,958	A	$0.00	39,958	I	MS 2014 LLC held by The Marni Spencer 2015 GRAT

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	⁽³⁾	01/11/2016		J⁽¹⁾			39,958	⁽⁴⁾	⁽⁵⁾	Class B Common Stock	39,958	$0.00	60,042	I	AMK 2014 LLC held by The Abby Miller King 2014 GRAT
Class A Common Stock	⁽³⁾	01/11/2016		J⁽¹⁾		39,958		⁽⁴⁾	⁽⁵⁾	Class B Common Stock	39,958	$0.00	4,195,213	D
Class A Common Stock	⁽³⁾	01/11/2016		J⁽¹⁾			59,937	⁽⁴⁾	⁽⁵⁾	Class B Common Stock	59,937	$0.00	90,063	I	MDM 2014 LLC held by The Marc Daniel Miller 2014 GRAT
Class A Common Stock	⁽³⁾	01/11/2016		J⁽¹⁾		59,937		⁽⁴⁾	⁽⁵⁾	Class B Common Stock	59,937	$0.00	4,255,150	D
Class A Common Stock	⁽³⁾	01/11/2016		J⁽¹⁾			39,958	⁽⁴⁾	⁽⁵⁾	Class B Common Stock	39,958	$0.00	60,042	I	MS 2014 LLC held by The Marni Spencer 2014 GRAT
Class A Common Stock	⁽³⁾	01/11/2016		J⁽¹⁾		39,958		⁽⁴⁾	⁽⁵⁾	Class B Common Stock	39,958	$0.00	4,295,108	D
Class A Common Stock	⁽³⁾	01/11/2016		J⁽²⁾			59,937	⁽⁴⁾	⁽⁵⁾	Class B Common Stock	59,937	$0.00	4,195,213	D
Class A Common Stock	⁽³⁾	01/11/2016		J⁽²⁾		59,937		⁽⁴⁾	⁽⁵⁾	Class B Common Stock	59,937	$0.00	59,937	I	MDM 2014 LLC held by The Marc Daniel Miller 2015 GRAT
Class A Common Stock	⁽³⁾	01/11/2016		J⁽²⁾			39,958	⁽⁴⁾	⁽⁵⁾	Class B Common Stock	39,958	$0.00	4,155,255	D
Class A Common Stock	⁽³⁾	01/11/2016		J⁽²⁾		39,958		⁽⁴⁾	⁽⁵⁾	Class B Common Stock	39,958	$0.00	39,958	I	MS 2014 LLC held by The Marni Spencer2015 GRAT
Class A Common Stock	⁽³⁾	01/11/2016		J⁽²⁾		39,958		⁽⁴⁾	⁽⁵⁾	Class B Common Stock	39,958	$0.00	39,958	I	AMK 2014 LLC held by The Abby Miller King 2015 GRAT
Class A Common Stock	⁽³⁾	01/11/2016		J⁽²⁾			39,958	⁽⁴⁾	⁽⁵⁾	Class B Common Stock	39,958	$0.00	4,255,150	D

Explanation of Responses:

1. On January 11, 2016, The Marc Daniel Miller 2014 GRAT distributed 39.95777% of its interest in MDM 2014 LLC to Alan B. Miller and each of The Abby Miller King 2014 GRAT and The Marni Spencer 2014 GRAT distributed 39.95804% of their respective interests in AMK 2014 LLC (as to The Abby Miller King 2014 GRAT) and MS 2014 LLC (as to The Marni Spencer 2014 GRAT) to Alan B. Miller (the distributions were made pursuant to the terms of the Trust Agreement creating each 2014 GRAT). The shares reflected represent the amount of shares held by each LLC as represented by the percentage LLC interests distributed. Mr. Miller's pecuniary interest in these shares is unchanged.

2. On January 11, 2016, Alan B. Miller contributed 39.95777% of his interest in MDM 2014 LLC to The Marc Daniel Miller 2015 GRAT, 39.95804% of his interest in AMK 2014 LLC to The Abby Miller King 2015 GRAT and 39.95804% of his interest in MS 2014 LLC to The Marni Spencer 2015 GRAT. The shares reflected represent the amount of shares held by each LLC as represented by the percentage LLC interests contributed. Mr. Miller's pecuniary interest in these shares is unchanged.

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

4. Immediately

5. Not Applicable

Remarks:

	/s/ Alan B. Miller	01/13/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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