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Form 4 ADVANCED DRAINAGE SYSTEM For: Dec 15 Filed by: ASP ADS Investco, LLC

December 17, 2014 5:12 PM EST
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
  
 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 *
ASP ADS Investco, LLC
(Last) (First) (Middle)
C/O AMERICAN SECURITIES LLC
299 PARK AVENUE, 34TH FLOOR
(Street)
NEW YORK NY 10171
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ADVANCED DRAINAGE SYSTEMS, INC. [ WMS ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/15/2014
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)
Code V Amount (A) or (D) Price
Common Stock 12/15/2014   S (3)   1,500,000 D $ 20.3469 7,546,908 D (1) (2)  
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. The shares are directly owned by ASP ADS Investco, LLC ("ASPADS") and may also be deemed to be indirectly beneficially owned by: (i) American Securities Partners V, L.P., American Securities Partners V(B), L.P. and American Securities Partners V(C), L.P. (each, a "Sponsor"), the owners of membership interests in ASPADS; and (ii) American Securities Associates V, LLC ("GP"), the general partner of each Sponsor. American Securities LLC provides investment advisory services to each Sponsor.
2. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of such Reporting Person's pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
3. Sold pursuant to an exercise of underwriters' overallotment option.
Remarks:
Exhibit 99.1 Joint Filer Information, incorporated herein by reference.
ASP ADS Investco, LLC By: ASP Manager Corp., its manager By: /s/ David Horing, Vice President 12/17/2014
** Signature of Reporting Person Date
American Securities Partners V, L.P. By: American Securities Associates V, LLC, its general partner By: /s/ David Horing, as Managing Member 12/17/2014
** Signature of Reporting Person Date
American Securities Partners V(B), L.P. By: American Securities Associates V, LLC, its general partner By: /s/ David Horing, as Managing Member 12/17/2014
** Signature of Reporting Person Date
American Securities Partners V(C), L.P. By: American Securities Associates V, LLC, its general partner By: /s/ David Horing, as Managing Member 12/17/2014
** Signature of Reporting Person Date
American Securities Associates V, LLC By: /s/ David Horing, as Managing Member 12/17/2014
** Signature of Reporting Person Date
American Securities LLC By: /s/ David Horing, as Managing Director 12/17/2014
** 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).
** 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.
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 Number.

Exhibit 99.1

Joint Filer Information
�
Name of Joint Filer:
American Securities Partners V, L.P.
� �
Address of Joint Filer:
c/o American Securities LLC
�
299 Park Ave, 34th Floor
�
New York, NY��10171
� �
Relationship of Joint Filer to Issuer:
10% Owner
� �
Issuer Name and Ticker or Trading Symbol:
Advanced Drainage Systems, Inc. [WMS]
� �
Date of Earliest Transaction
 �
Required to be Reported
 �
(Month/Day/Year):
12/15/2014
� �
Designated Filer:
ASP ADS Investco, LLC

�
Name of Joint Filer:
American Securities Partners V(B), L.P.
� �
Address of Joint Filer:
c/o American Securities LLC
�
299 Park Ave, 34th Floor
�
New York, NY��10171
� �
Relationship of Joint Filer to Issuer:
10% Owner
� �
Issuer Name and Ticker or Trading Symbol:
Advanced Drainage Systems, Inc. [WMS]
� �
Date of Earliest Transaction
 �
Required to be Reported
 �
(Month/Day/Year):
12/15/2014
� �
Designated Filer:
ASP ADS Investco, LLC

�
Name of Joint Filer:
American Securities Partners V(C), L.P.
� �
Address of Joint Filer:
c/o American Securities LLC
�
299 Park Ave, 34th Floor
�
New York, NY��10171
� �
Relationship of Joint Filer to Issuer:
10% Owner
� �
Issuer Name and Ticker or Trading Symbol:
Advanced Drainage Systems, Inc. [WMS]
� �
Date of Earliest Transaction
 �
Required to be Reported
 �
(Month/Day/Year):
12/15/2014
� �
Designated Filer:
ASP ADS Investco, LLC
� �
�


�
�
�


Name of Joint Filer:
American Securities Associates V, LLC
� �
Address of Joint Filer:
c/o American Securities LLC
�
299 Park Ave, 34th Floor
�
New York, NY��10171
� �
Relationship of Joint Filer to Issuer:
10% Owner
� �
Issuer Name and Ticker or Trading Symbol:
Advanced Drainage Systems, Inc. [WMS]
� �
Date of Earliest Transaction
 �
Required to be Reported
 �
(Month/Day/Year):
12/15/2014
� �
Designated Filer:
ASP ADS Investco, LLC
� �
�
�
Name of Joint Filer:
American Securities LLC
� �
Address of Joint Filer:
299 Park Ave, 34th Floor
�
New York, NY��10171
� �
Relationship of Joint Filer to Issuer:
10% Owner
� �
Issuer Name and Ticker or Trading Symbol:
Advanced Drainage Systems, Inc. [WMS]
� �
Date of Earliest Transaction
 �
Required to be Reported
 �
(Month/Day/Year):
12/15/2014
� �
Designated Filer:
ASP ADS Investco, LLC

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