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WSII Waste Services (MM)

11.65
0.00 (0.00%)
28 May 2024 - Closed
Delayed by 15 minutes
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

- Statement of Changes in Beneficial Ownership (4)

02/07/2010 6:45pm

Edgar (US Regulatory)


FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Expires: February 28, 2011
Estimated average burden
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

KELSO INVESTMENT ASSOCIATES VI L P
2. Issuer Name and Ticker or Trading Symbol

WASTE SERVICES, INC. [ WSII ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O KELSO AND COMPANY, 320 PARK AVENUE, 24TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

7/2/2010
(Street)

NEW YORK, NY 10022
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ 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   7/2/2010     J    3067142   D   (1) 0   D   (3) (4) (5) (6) (7) (8)  
Common Stock   7/2/2010     J    669152   D   (1) 0   I   See Footnotes   (2) (3) (4) (5) (6) (7) (8)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
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

Explanation of Responses:
( 1)  Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of November 11, 2009, among the issuer ("WSI"), IESI-BFC Ltd. ("IESI-BFC") and IESI-BFC Merger Sub, Inc. (the "Merger Sub") in exchange for common shares of IESI-BFC. Pursuant to the terms of the Merger Agreement, on July 2, 2010, the Merger Sub merged with and into WSI and the separate corporate existence of Merger Sub ceased and WSI continued as the surviving company. The reporting person received 0.5833 shares of IESI-BFC common stock in exchange for each share of WSI common stock (the "Common Stock") on July 2, 2010, the effective date of the merger, plus cash for a fractional share.
( 2)  The 669,152 shares of Common Stock reported on this line consist of (a) 340,793 shares of Common Stock owned by KEP VI, LLC ("KEP VI"), (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.
( 3)  Kelso GP VI, LLC ("GP VI") is the general partner of Kelso Investment Associates VI, L.P. ("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.
( 4)  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.
( 5)  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.
( 6)  Messrs. Nickell, Wall, 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.
( 7)  Each of Messrs. Nickell, Wall, 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.
( 8)  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, 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, 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.

Remarks:
Because an electronically filed joint filing is limited to a maximum of ten reporting persons, this Form 4 is one of two filed today reporting on the same securities by the following joint filers: Kelso GP VI, LLC; Kelso Investment Associates VI, L.P.; KEP VI, LLC; Philip E. Berney; Frank K. Bynum, Jr.; James J. Connors, II; Michael B. Goldberg; Frank J. Loverro; Frank T. Nickell; David I. Wahrhaftig; and Thomas R. Wall, IV.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
KELSO INVESTMENT ASSOCIATES VI L P
C/O KELSO AND COMPANY
320 PARK AVENUE, 24TH FLOOR
NEW YORK, NY 10022

X

KEP VI LLC
C/O KELSO AND COMPANY
320 PARK AVENUE, 24TH FLOOR
NEW YORK, NY 10022

X


Signatures
Kelso Investment Associates VI, L.P. By:* 7/2/2010
** Signature of Reporting Person Date

KEP VI, LLC By:* 7/2/2010
** Signature of Reporting Person Date

*Rosanna T. Leone, Attorney-in-fact 7/2/2010
** Signature of Reporting Person Date


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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