SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Costa Michael Ray

(Last)

(First)

(Middle)

C/O ARAH, INC.

500 CUMMINGS CENTER

(Street)

BEVERLY

01915

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/21/2016

3. Issuer Name and Ticker or Trading Symbol
American Renal Associates Holdings, Inc. [ ARA ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP, GC and Secretary

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	13,630	I	See Footnote⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)⁽⁷⁾	⁽²⁾	03/22/2023	Common Stock	35,877	$6.47	I	See Footnote⁽¹⁾
Stock Option (Right to Buy)⁽⁷⁾	⁽³⁾	07/09/2020	Common Stock	37,507	$1.28	D
Stock Option (Right to Buy)⁽⁷⁾	⁽⁴⁾	07/09/2020	Common Stock	37,504	$1.28	D
Stock Option (Right to Buy)⁽⁷⁾	⁽⁵⁾	05/07/2024	Common Stock	22,893	$20.45	D
Stock Option (Right to Buy)⁽⁷⁾	⁽⁶⁾	05/07/2024	Common Stock	22,893	$20.45	D

Explanation of Responses:

1. Securities held by trusts for the benefit of the Reporting Person's family. The Reporting Person disclaims beneficial ownership of the shares held by such trusts, except to the extent of his pecuniary interest therein. The filing of this statement by the Reporting Person shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, such Reporting Person is the beneficial owners of the securities reported herein.

2. An option that vests in five equal annual installments beginning on March 22, 2014.

3. An option that vests upon the attainment by Centerbridge Capital Partners, L.P. and certain of its affiliates (together, "Centerbridge") of both a 2.5 times return on investment ("MOIC") and a 20% internal rate of return ("IRR").

4. An option that vests upon the attainment by Centerbridge of both a 3.0 times MOIC and a 25% IRR.

5. An option that vests on the date after a qualified public offering on which the average closing price of the common stock of the Issuer ("Common Stock") for a 60 consecutive trading day period (together with the amount of any dividends paid per share of the Common Stock since the date of grant) is equal to or greater than $36.69. Alternatively, after Centerbridge ceases to own a majority of the outstanding shares of the Common Stock, these options would vest on the date Centerbridge has received, in respect of shares transferred or sold by Centerbridge, cash (including through sale proceeds and dividends received in respect of such shares since the date of grant) in an amount equal to or exceeding the product of the number of shares transferred or sold by Centerbridge multiplied by $36.69.

6. An option that vests on the date after a qualified public offering on which the average closing price of the Common Stock for a 60 consecutive trading day period (together with the amount of any dividends paid per share of the Common Stock since the date of grant) is equal to or greater than $51.04. Alternatively, after Centerbridge ceases to own a majority of the outstanding shares of the Common Stock, these options would vest on the date Centerbridge has received, in respect of shares transferred or sold by Centerbridge, cash (including through sale proceeds and dividends received in respect of such shares since the date of grant) in an amount equal to or exceeding the product of the number of shares transferred or sold by Centerbridge multiplied by $51.04.

7. The number of shares subject to outstanding options and the exercise prices thereof reflect the applicable anti-dilution adjustments to be effected upon the completion of the initial public offering by American Renal Associates Holdings, Inc.

Remarks:

Exhibit 24 - Power of Attorney

	By: /s/ Michael R. Costa, by power of attorney	04/21/2016
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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