SEC Form 4 · accession 0001179110-19-002319
CASELLA WASTE SYSTEMS INC · CWST
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John W Casella
Officer — Chief Executive Officer · Director
Period of report
Feb 20, 2019
Accepted (ET)
Feb 22, 2019 · 4:17 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000911177
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF2 | Feb 20, 2019 | A | 129,635 | $0.00 | A | 548,108 | D | |
| Class A Common StockF4 | Feb 21, 2019 | S | 60,733 | $34.5998 | D | 487,375 | D | |
| Class B Common Stock | holding | — | — | — | 494,100 | D | ||
| Class A Common StockF1 | holding | — | — | — | 694 | I | See Footnote |
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 | $12.48 | Feb 20, 2019 | A | 35,952 | A | Feb 20, 2019 | Nov 16, 2026 | Class A Common Stock | 35,952 | 35,952 | D |
Explanation of responses
- F1Held by Mr. Casella's spouse. Mr. Casella disclaims beneficial ownership of the securities indicated to the extent to which he does not have an actual pecuniary interest in such securities.
- F2Represents shares of Class A Common Stock acquired by the reporting person upon the vesting of performance-based stock units ("PSU's") granted to the reporting person on November 17, 2016, as a result of the level of achievement by Casella Waste Systems, Inc. (the "Company") of certain performance objectives during the third year ("Measurement Period") of the three-year performance period running from January 1, 2016 to December 31, 2018, multiplied by a Relative TSR multiplier for the period running from January 1, 2016 to December 31, 2018.
- F3Represents the automatic sale of stock for tax withholding purposes pursuant to a Rule 10b5-1 trading plan adapted by the person on March 15, 2016, in connection with the vesting of PSU's on February 20, 2019.
- F4Represents the weighted average sales price for shares sold in multiple transactions, at prices ranging from $34.40 to $34.75, inclusive. Upon request of the staff of the Securities and Exchange Commission, the issuer or a security holder of the issuer, the reporting person will provide full information regarding the number of shares sold at each separate price.
- F5On November 17, 2016, the reporting person was granted a performance-based stock option, which vested as to 35,952 shares of Class A Common Stock, as a result of the level of achievement by the Company of certain performance objectives during the Measurement Period of the three-year performance period running from January 1, 2016 to December 31, 2018, multiplied by a Relative TSR multiplier for the period running from January 1, 2016 to December 31, 2018.