Statement of Changes in Beneficial Ownership (4)
31 10월 2020 - 5:33AM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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
*
Carn Steven R. |
2. Issuer Name and Ticker or Trading Symbol
Advanced Disposal Services, Inc.
[
ADSW
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Executive Vice President & CFO |
(Last)
(First)
(Middle)
C/O ADVANCED DISPOSAL SERVICES, INC.,, 90 FORT WADE ROAD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/30/2020 |
(Street)
PONTE VEDRA, FL 32081
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 10/30/2020 | | A(1) | | 18498 | A | (1) | 153541 | D | |
Common Stock | 10/30/2020 | | D(2)(3) | | 153541 | D | $30.30 (2)(3) | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Employee Stock Option (right to buy) | $13.00 | 10/30/2020 | | D (2)(3) | | | 61096 | (2)(3) | 4/26/2022 | Common Stock | 61096 | (2)(3) | 0 | D | |
Employee Stock Option (right to buy) | $17.70 | 10/30/2020 | | D (2)(3) | | | 1610 | (2)(3) | 4/25/2023 | Common Stock | 1610 | (2)(3) | 0 | D | |
Employee Stock Option (right to buy) | $24.28 | 10/30/2020 | | D (2)(3) | | | 13927 | (2)(3) | 6/24/2026 | Common Stock | 13927 | (2)(3) | 0 | D | |
Employee Stock Option (right to buy) | $18.00 | 10/30/2020 | | D (2)(3) | | | 84604 | (2)(3) | 10/12/2026 | Common Stock | 84604 | (2)(3) | 0 | D | |
Employee Stock Option (right to buy) | $22.00 | 10/30/2020 | | D (2)(3) | | | 37307 | (2)(3) | 2/27/2027 | Common Stock | 37307 | (2)(3) | 0 | D | |
Employee Stock Option (right to buy) | $22.16 | 10/30/2020 | | D (2)(3) | | | 33695 | (2)(3) | 2/26/2028 | Common Stock | 33695 | (2)(3) | 0 | D | |
Employee Stock Option (right to buy) | $26.69 | 10/30/2020 | | D (2)(3) | | | 27663 | (2)(3) | 2/25/2029 | Common Stock | 27663 | (2)(3) | 0 | D | |
Explanation of Responses: |
(1) | Shares of Common Stock subject to performance share unit awards that were granted in each of 2018 and 2019 and were accelerated and deemed earned at target for each performance period pursuant to the Agreement and Plan of Merger, entered into on April 14, 2019, by and among the Issuer, Waste Management, Inc. and Everglades Merger Sub Inc. (filed as Exhibit 2.1 to the Form 8-K filed with the Securities and Exchange Commission on April 15, 2019), as amended by that certain Amendment No. 1, dated as of June 24, 2020 (filed as Exhibit 2.1 to the Form 8-K filed with the Securities and Exchange Commission on June 24, 2020) (as amended by Amendment No. 1, the "Merger Agreement"). |
(2) | Pursuant to the Merger Agreement, at the effective time of the merger: each outstanding share of Common Stock was cancelled and thereafter entitled the Reporting Person to receive a cash payment equal to the product of (a) the number of shares of Common Stock held by the Reporting Person at such time and (b) $30.30. |
(3) | Pursuant to the Merger Agreement, at the effective time of the merger: (a) each unvested restricted share unit award and performance share unit award vested in full and was cancelled and thereafter entitled the Reporting Person to receive a cash payment, net of taxes, equal to the product of (i) the number of shares of Common Stock subject to such restricted share unit award or performance share unit award and (ii) $30.30; and (b) each outstanding stock option with an exercise price per share that is less than $30.30, whether or not vested, became fully vested and was cancelled and thereafter entitled the Reporting Person to receive a cash payment, net of taxes, equal to the product of (i) the excess of $30.30 over the per-share exercise price of such stock option and (ii) the number of shares of Common Stock issuable upon exercise of such stock option. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Carn Steven R. C/O ADVANCED DISPOSAL SERVICES, INC., 90 FORT WADE ROAD PONTE VEDRA, FL 32081 |
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| Executive Vice President & CFO |
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Signatures
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/s/ Jeffrey Everett, Attorney-in-Fact for Steven R. Carn | | 10/30/2020 |
**Signature of Reporting Person | Date |
Advanced Disposal Services (NYSE:ADSW)
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