Advanced Disposal Services Form 4 / John S. Spegal ownership change

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^*

Spegal John S.

(Last)

(First)

(Middle)

C/O ADVANCED DISPOSAL SERVICES, INC.,

90 FORT WADE ROAD

(Street)

PONTE VEDRA

32081

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Advanced Disposal Services, Inc. [ ADSW ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/30/2020

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)
Common Stock	10/30/2020		A⁽¹⁾		18,161	A	⁽¹⁾	107,184	D
Common Stock	10/30/2020		D⁽²⁾⁽³⁾		107,184	D	$30.3⁽²⁾⁽³⁾	0	D

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)
Employee Stock Option (right to buy)	$17.7	10/30/2020		D⁽²⁾⁽³⁾			12,353	⁽²⁾⁽³⁾	04/25/2023	Common Stock	12,353	⁽²⁾⁽³⁾	0	D
Employee Stock Option (right to buy)	$19.1	10/30/2020		D⁽²⁾⁽³⁾			24,659	⁽²⁾⁽³⁾	05/14/2024	Common Stock	24,659	⁽²⁾⁽³⁾	0	D
Employee Stock Option (right to buy)	$19.1	10/30/2020		D⁽²⁾⁽³⁾			3,036	⁽²⁾⁽³⁾	05/14/2024	Common Stock	3,036	⁽²⁾⁽³⁾	0	D
Employee Stock Option (right to buy)	$18.8	10/30/2020		D⁽²⁾⁽³⁾			9,069	⁽²⁾⁽³⁾	03/04/2025	Common Stock	9,069	⁽²⁾⁽³⁾	0	D
Employee Stock Option (right to buy)	$24.28	10/30/2020		D⁽²⁾⁽³⁾			15,644	⁽²⁾⁽³⁾	06/24/2026	Common Stock	15,644	⁽²⁾⁽³⁾	0	D
Employee Stock Option (right to buy)	$18	10/30/2020		D⁽²⁾⁽³⁾			152,285	⁽²⁾⁽³⁾	10/12/2026	Common Stock	152,285	⁽²⁾⁽³⁾	0	D
Employee Stock Option (right to buy)	$22	10/30/2020		D⁽²⁾⁽³⁾			32,500	⁽²⁾⁽³⁾	02/27/2027	Common Stock	32,500	⁽²⁾⁽³⁾	0	D
Employee Stock Option (right to buy)	$22.16	10/30/2020		D⁽²⁾⁽³⁾			33,695	⁽²⁾⁽³⁾	02/26/2028	Common Stock	33,695	⁽²⁾⁽³⁾	0	D
Employee Stock Option (right to buy)	$26.69	10/30/2020		D⁽²⁾⁽³⁾			26,798	⁽²⁾⁽³⁾	02/25/2029	Common Stock	26,798	⁽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.

	/s/ Jeffrey Everett, Attorney-in-Fact for John S. Spegal	10/30/2020
	** 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.

Advanced Disposal Services (ADSW) Form 4Advanced Disposal Services / John S. Spegal ownership change