SEC Form 4 · accession 0001179110-19-002320
CASELLA WASTE SYSTEMS INC · CWST
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David L Schmitt
Officer — General Counsel & Senior VP
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 StockF1 | Feb 20, 2019 | A | 21,606 | $0.00 | A | 63,612 | D | |
| Class A Common StockF3 | Feb 21, 2019 | S | 6,906 | $34.5998 | D | 56,706 | 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)F4 | $12.48 | Feb 20, 2019 | A | 8,988 | A | Feb 20, 2019 | Nov 16, 2026 | Class A Common Stock | 8,988 | 8,988 | D |
Explanation of responses
- F1Represents 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.
- F2Represents 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.
- F3Represents 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.
- F4On 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.