SEC Form 4 · accession 0000899243-16-031614
Advanced Disposal Services, Inc. · ADSW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
CANADA PENSION PLAN INVESTMENT BOARD
10% Owner
Period of report
Oct 12, 2016
Accepted (ET)
Oct 12, 2016 · 4:49 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001585790
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock (pre-merger)F1,F2 | Oct 12, 2016 | J | 1,000 | — | D | 0 | I | See Footnotes |
| Common Stock (post-merger)F1,F2 | Oct 12, 2016 | J | 16,572,106 | — | A | 16,572,106 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The Reporting Person is a limited partner of Star Atlantic Waste Holdings II, L.P. ("Star Atlantic"), which held shares in Advanced Disposal Waste Holdings Corp. ("Advanced Disposal"). On October 12, 2016, Advanced Disposal, which owned all of the outstanding common stock ("Pre-Merger Common Stock") of the Issuer, was merged with and into the Issuer, with the Issuer as the surviving corporation (the "Merger"). In the Merger, all issued and outstanding shares of Pre-Merger Common Stock held by Advanced Disposal were canceled, and holders of shares of Advanced Disposal, including Star Atlantic, received shares of common stock of the Issuer ("Post-Merger Common Stock"). Immediately after the initial public offering of the Common Stock of the Issuer, Star Atlantic distributed 16,572,106 shares of Post-Merger Common Stock that it received from the Merger to the Reporting Person.
- F2(continued from Footnote 1) Such transactions were exempt from the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), pursuant to Rule 16b-7 thereunder. The Reporting Person is overseen by a board of directors. Because the board of directors acts by consensus/majority approval, none of the directors of the board of directors has sole voting or dispositive power with respect to the shares of Post-Merger Common Stock that are beneficially owned by the Reporting Person.