SEC Form 4 · accession 0000899243-16-031720
Advanced Disposal Services, Inc. · ADSW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
John S. Spegal
Officer — Chief Operating Officer
Period of report
Oct 12, 2016
Accepted (ET)
Oct 14, 2016 · 5:34 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 StockF1 | Oct 12, 2016 | A | 5,294 | — | A | 5,294 | D | |
| Common StockF2 | Oct 12, 2016 | A | 50,000 | — | A | 55,294 | D | |
| Common StockF3 | Oct 12, 2016 | A | 4,912 | — | A | 60,206 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F5 | $18.80 | Oct 12, 2016 | A | 9,069 | A | — | Mar 4, 2025 | Common Stock | 9,069 | 9,069 | D |
| Employee Stock Option (right to buy)F6 | $19.10 | Oct 12, 2016 | A | 24,659 | A | — | May 14, 2024 | Common Stock | 24,659 | 24,659 | D |
| Employee Stock Option (right to buy)F7 | $19.10 | Oct 12, 2016 | A | 3,036 | A | — | May 14, 2024 | Common Stock | 3,036 | 3,036 | D |
| Employee Stock Option (right to buy)F8 | $17.70 | Oct 12, 2016 | A | 12,353 | A | — | Apr 25, 2023 | Common Stock | 12,353 | 12,353 | D |
| Employee Stock Option (right to buy)F9 | $24.29 | Oct 12, 2016 | A | 15,644 | A | — | Jun 24, 2026 | Common Stock | 15,644 | 15,644 | D |
| Employee Stock Option (right to buy)F10 | $18.00 | Oct 12, 2016 | A | 152,285 | A | — | Oct 12, 2026 | Common Stock | 152,285 | 152,285 | D |
Explanation of responses
- F1These shares of the Issuer's common stock (the "Common Stock") were issued to the reporting person in exchange for shares of common stock of Advanced Disposal Waste Holdings Corp. ("Parent") that were cancelled and converted into shares of Common Stock of equivalent value in connection with the merger of Parent into the Issuer with the Issuer as the surviving corporation (the "Merger"). The Merger was exempt from the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-7 thereunder.
- F10Award of options made in connection with the Issuer's initial public offering. The options will vest in full on the third anniversary of the date of grant (the date of grant being 10/12/2016).
- F2Shares of Common Stock subject to a grant of restricted stock units made in connection with the Issuer's initial public offering. The award will vest in full on the third anniversary of the date of grant (the date of grant being 10/12/2016).
- F3Shares of Common Stock subject to a grant of restricted stock units made to replace restrict stock units of equivalent value that covered common stock of Parent and were cancelled in connection with the Merger. The award will vest in three equal installments over each of the first three anniversaries of the date of grant (date of grant being 6/24/2016).
- F4Option awards that were granted to replace options of equivalent intrinsic value that covered common stock of Parent and were cancelled in connection with the Merger.
- F5These options vest 20% on the date of grant (03/04/2015) and 20% annually thereafter on the anniversary of the date of grant.
- F6Prior to the closing of the Issuer's initial public offering, these options were scheduled to vest in full on the fifth anniversary of the date of grant. However, by the terms of the award, upon the closing of the Issuer's initial public offering, the vesting schedule for these options changed so that 20% of the options were vested on the date of grant (05/14/2014) and 20% vested and will vest annually thereafter on the anniversary of the date of grant.
- F7These options vest 20% on the date of grant (05/14/2014) and 20% annually thereafter on the anniversary of the date of grant.
- F8Prior to the closing of the Issuer's initial public offering, these options were scheduled to vest in full on the fifth anniversary of the date of grant. However, by the terms of the award, upon the closing of the Issuer's initial public offering, the vesting schedule for these options changed so that 20% of the options were vested on the date of grant (04/25/2013) and 20% vested and will vest annually thereafter on the anniversary of the date of grant.
- F9These options will vest in three equal installments over each of the first three anniversaries of the date of grant (date of grant being 6/24/2016).