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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Waste Services (MM) | NASDAQ:WSII | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 11.65 | 0 | 01:00:00 |
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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OMB APPROVAL
OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response... 0.5 |
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Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person
*
MATELICH GEORGE E |
2. Issuer Name
and
Ticker or Trading Symbol
WASTE SERVICES, INC. [ WSII ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__ X __ Director __ X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) |
C/O KELSO AND COMPANY, 320 PARK AVENUE, 24TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
|
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NEW YORK, NY 10022 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
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. Trans. Date | 2A. Deemed Execution Date, if any |
3. Trans. 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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 4/29/2010 | X | 2145000 (1) (2) | A | $9.00 (1) (2) | 4750263 | I | By Kelso Investment Associates VI, L.P. (5) (6) (7) (8) (9) (10) | ||
Common Stock | 4/29/2010 | S | 1683121 (1) (2) | A | $11.42 (1) (2) | 3067142 | I | By Kelso Investment Associates VI, L.P. (5) (6) (7) (8) (9) (10) | ||
Common Stock | 4/29/2010 | X | 238333 (1) (2) | A | $9.00 (1) (2) | 856166 (3) | I | See footnotes (3) (5) (6) (7) (8) (9) (10) | ||
Common Stock | 4/29/2010 | S | 187014 (1) (2) | D | $11.42 (1) (2) | 669152 (4) | I | See footnotes (4) (5) (6) (7) (8) (9) (10) | ||
Common Stock | 259807 | D | ||||||||
Common Stock | 300 | I | By Mr. Matelich's children (11) |
Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) |
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1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any |
4. Trans. 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 |
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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Warrants (right to acquire) | $9 (1) (2) | 4/29/2010 | X | 2145000 (1) (2) | 7/31/2004 | 5/6/2010 | Common Stock | 2145000 | $0 | 0 | I | By Kelso Investment Associates VI, L.P. (5) (6) (7) (8) (9) (10) | |||
Warrants (right to acquire) | $9 (1) (2) | 4/29/2010 | X | 238333 (1) (2) | 7/31/2004 | 5/6/2010 | Common Stock | 238333 | $0 | 0 | I | By KEP VI, LLC (5) (6) (7) (8) (9) (10) |
Explanation of Responses: | |
( 1) | This Form 4 is being filed to report the exercise of 2,145,000 warrants to purchase Common Stock of the issuer by Kelso Investment Associates VI, LP (KIA VI) and 238,333 warrants to purchase Common Stock of the issuer by KEP VI, LLC (KEP VI), each at an exercise price of $9 per share. |
( 2) | The exercise price payable by each of KIA VI and KEP VI was satisfied by the withholding of 1,683,121 and 187,014 shares of Common Stock, respectively, which would otherwise have been delivered to KIA VI and KEP VI, respectively, upon exercise of their respective warrants. The fair market value of the shares of Common Stock used to determine the number of shares of Common Stock withheld was $11.42 per share. After giving effect to the withholding described above, each of KIA VI and KEP VI received 461,879 and 51,319 shares of Common Stock respectively upon exercise of their respective warrants, plus $4.07 and $10.60, respectively, in respect of fractional shares. |
( 3) | The 856,166 shares of Common Stock reported on this line consists of (a) 527,807 shares of Common Stock that were owned by KEP VI, prior to giving effect to the withholding of shares to satisfy the warrant exercise price described above, (b) 242,932 shares of Common Stock owned by Frank T. Nickell, (c) 38,830 shares of Common Stock owned by Thomas R. Wall, IV, (d) 19,415 shares of Common Stock owned by Frank K. Bynum, Jr., (e) 19,415 shares of Common Stock owned by Philip E. Berney, (f) 2,913 shares of Common Stock owned by Frank J. Loverro, and (g) 4,854 shares of Common Stock owned by James J. Connors, II. |
( 4) | The 669,152 shares of Common Stock reported on this line consists of (a) 340,793 shares of Common Stock that owned by KEP VI, after giving effect to the withholding of shares to satisfy the warrant exercise price described above, (b) 242,932 shares of Common Stock owned by Frank T. Nickell, (c) 38,830 shares of Common Stock owned by Thomas R. Wall, IV, (d) 19,415 shares of Common Stock owned by Frank K. Bynum, Jr., (e) 19,415 shares of Common Stock owned by Philip E. Berney, (f) 2,913 shares of Common Stock owned by Frank J. Loverro, and (g) 4,854 shares of Common Stock owned by James J. Connors, II. |
( 5) | Kelso GP VI, LLC, (GP VI) is the general partner of KIA VI and has voting and dispositive power over the shares held by KIA VI. GP VI disclaims beneficial ownership of the securities owned by KIA VI pursuant to Rule 13d(4) under the Securities Exchange Act of 1934, as amended (the "Act"), and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Sections 13(d) or 13(g) of the Act or for any other purposes. |
( 6) | KIA VI and KEP VI, due to their common control, may be deemed to beneficially own the securities owned by each other. Each of KIA VI and KEP VI disclaims beneficial ownership of the securities owned by the other pursuant to Rule 13d(4) under the Act and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Sections 13(d) or 13(g) of the Act or for any other purposes. |
( 7) | GP VI and KEP VI, due to their common control, may be deemed to beneficially own the securities owned by each other. GP VI disclaims beneficial ownership of the securities owned by KEP VI pursuant to Rule 13d(4) under the Act, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Sections 13(d) or 13(g) of the Act or for any other purposes. |
( 8) | Messrs. Nickell, Wall, Matelich, Goldberg, Bynum, Wahrhaftig, Berney, Loverro and Connors may be deemed to share beneficial ownership of securities owned by KIA VI and KEP VI, by virtue of their status as managing members of KEP VI and GP VI, and each of them disclaims beneficial ownership of the securities owned or deemed beneficially owned by KIA VI, KEP VI and GP VI pursuant to Rule 13d(4) under the Act and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Sections 13(d) or 13(g) of the Act or for any other purposes. |
( 9) | Each of Messrs. Nickell, Wall, Matelich, Goldberg, Bynum, Wahrhaftig, Berney, Loverro and Connors may be deemed to share beneficial ownership of securities owned by each of the others and each of them disclaims beneficial ownership of the securities owned or deemed beneficially owned by such others pursuant to Rule 13d(4) under the Act, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Sections 13(d) or 13(g) of the Act or for any other purposes. |
( 10) | Each of GP VI, KEP VI and KIA VI may be deemed to share beneficial ownership of securities owned by each of Messrs. Nickell, Wall, Matelich, Goldberg, Bynum, Wahrhaftig, Berney, Loverro and Connors, and each of GP VI, KEP VI and KIA VI disclaims beneficial ownership of the securities owned or deemed beneficially owned by each of Messrs. Nickell, Wall, Matelich, Goldberg, Bynum, Wahrhaftig, Berney, Loverro and Connors pursuant to Rule 13d(4) under the Act, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Sections 13(d) or 13(g) of the Act or for any other purposes. |
( 11) | Mr. Matelich disclaims beneficial ownership of the securities owned by his children pursuant to Rule 13d(4) under the Act, and the inclusion of these securities in this report shall not be deemed an admissiion of beneficial ownership of all the reported securities for purposes of Sections 13(d) or 13(g) of the Act or for any other purposes. |
Reporting Owners
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Reporting Owner Name / Address |
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Director | 10% Owner | Officer | Other | ||
MATELICH GEORGE E
C/O KELSO AND COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK, NY 10022 |
X | X |
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Signatures
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||
James J. Connors, II, Attorney-in-fact for Mr. Matelich | 5/3/2010 | |
** Signature of Reporting Person |
Date
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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 control number. |
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