UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1 – Exit Filing)*

Advanced Drainage Systems, Inc.

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(Name of Issuer)

 

Common Stock $0.01 par value per share

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(Title of Class of Securities)

 

00790R104

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(CUSIP Number)

 

August 7, 2017

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(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

* 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).

 

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13G

 

1	NAME OF REPORTING PERSONS
	ASP ADS Investco, LLC (See Item 2(a))
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0 (See Item 4)
		6	SHARED VOTING POWER
			0 (See Item 4)
		7	SOLE DISPOSITIVE POWER
			0 (See Item 4)
		8	SHARED DISPOSITIVE POWER
			0 (See Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0 (See Item 4)
10	CHECK BOX  IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.0% (See Item 4)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

 

13G

 

1	NAME OF REPORTING PERSONS
	American Securities Partners V, L.P. (See Item 2(a))
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0 (See Item 4)
		6	SHARED VOTING POWER
			0 (See Item 4)
		7	SOLE DISPOSITIVE POWER
			0 (See Item 4)
		8	SHARED DISPOSITIVE POWER
			0 (See Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0 (See Item 4)
10	CHECK BOX  IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.0% (See Item 4)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

 

13G

 

 

13G

 

13G

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13G

 

1	NAME OF REPORTING PERSONS
	American Securities LLC (See Item 2(a))
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0 (See Item 4)
		6	SHARED VOTING POWER
			0 (See Item 4)
		7	SOLE DISPOSITIVE POWER
			0 (See Item 4)
		8	SHARED DISPOSITIVE POWER
			0 (See Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.0% (See Item 4)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO; IA

 

Item 1(a).

Name of Issuer:

Advanced Drainage Systems, Inc. (the “Issuer”)

Item 1(b).

Address of Issuer’s Principal Executive Offices:

4640 Trueman Boulevard

Hilliard, Ohio 43026

Item 2(a).

Name of Person Filing:

This statement is filed by (i) ASP ADS Investco, LLC (“ASPADS”), (ii) American Securities Partners V, L.P. (“ASP V”), (iii) American Securities Partners V(B), L.P. (“ASP V(B)”), (iv) American Securities Partners V(C), L.P. (“ASP V(C)” and, with ASP V and ASP V(B), the “Sponsors”), the owners of membership interests in ASPADS, (v) American Securities Associates V, LLC (“GP”), the general partner of each Sponsor, and (vi) American Securities LLC (the “Advisor”), which provides investment advisory services to each Sponsor and the GP (each a “Reporting Person” and collectively, the “Reporting Persons”).

The Reporting Persons are party to a joint filing agreement, filed as an exhibit to the original Schedule 13G, filed with the Securities and Exchange Commission on February 17, 2015 (the “Original 13G”), pursuant to which the Original 13G and any subsequent amendments  thereto (including this Amendment No. 1), are filed on behalf of each of them.

Item 2(b).

Address of Principal Business Office or, if None, Residence:

The principal business office of each of the Reporting Persons is c/o American Securities LLC, 299 Park Avenue, 34th Floor, New York, NY 10171.

Item 2(c).

Citizenship:

Each of ASPADS, the GP and the Advisor is a Delaware limited liability company. Each of the Sponsors is a Delaware limited partnership.

Item 2(d).

Title and Class of Securities:

Common Stock, $0.01 par value per share, of the Issuer (the “Common Stock”)

Item 2(e).

CUSIP Number:

00790R104

Item 3.

If This Statement is Filed Pursuant to Rule 13d-1(b) or 13d-2(b) or (c), Check Whether the Person Filing is a:

 

 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution:

Item 4.

Ownership.

(a)-(c) The responses of the Reporting Persons to Rows 5, 6, 7, 8, 9 and 11 in each of their respective cover pages which relate to the beneficial ownership of the Common Stock of the Issuer are incorporated by reference.

As of August 7, 2017, the Reporting Persons are no longer is the owner of, and have neither the power to vote nor the power to dispose or direct the disposition of, any shares of Common Stock of the Issuer.

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the Common Stock, check the following ☒.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certifications.

Not applicable.

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 Dated: December 1, 2017

 

 

 

 

 

 

 

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