Annual Statement of Changes in Beneficial Ownership (5)
January 23 2023 - 4:19PM
Edgar (US Regulatory)
FORM 5
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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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Form 3 Holdings Reported
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Form 4 Transactions Reported |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0362
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
CASELLA JOHN W | 2. Issuer Name and Ticker or Trading SymbolCASELLA WASTE SYSTEMS INC [CWST] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) CHIEF EXECUTIVE OFFICER |
(Last)
(First)
(Middle)
C/O CASELLA WASTE SYSTEMS, 25 GREENS HILL LANE | 3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY) 12/31/2022 |
(Street)
RUTLAND, VT 05701
(City)
(State)
(Zip)
| 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
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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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) |
Amount | (A) or (D) | Price |
Class A Common Stock | | | | | | | 11601 | D | |
Class A Common Stock | | | | | | | 694 | I | By Spouse (1) |
Class B Common Stock | | | | | | | 166000 | D | |
Class B Common Stock | 12/2/2022 | | G | 137000 (2) | D | $0 | 57100 (3) | I | By Spouse (1) |
Class B Common Stock | 12/2/2022 | | G | 137000 (2) | A | $0 | 137000 | I | by SLAT 2 (4) |
Class B Common Stock | | | | | | | 134000 | I | By SLAT (5) |
Table II - Derivative Securities Acquired, Disposed of, or 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 (MM/DD/YYYY) | 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 at End of Issuer's Fiscal Year (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | Held 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. |
(2) | Represents a gift of shares by Mr. Casella's spouse to a Spousal Lifetime Access Trust for the benefit of Mr. Casella ("SLAT 2"). Mr. Casella is the trustee of the SLAT 2. |
(3) | Amount shown reflects an adjustment to correct an inadvertent administrative error that omitted 100 shares of the issuer's Class B Common Stock from columns 4 and 5 of Table I in the Form 4 filed by Mr. Casella on November 15, 2022 ("Previous Form 4"). Table I, column 4 of the Previous Form 4 correctly reported Mr. Casella's disposition of 194,100 shares of Class B Common Stock to his spouse as a gift, but the corresponding acquisition of such shares by Mr. Casella's spouse was inadvertently reported as 194,000 shares of Class B Common Stock in Table I, column 4 as well as in Table I, column 5 reporting indirect beneficial ownership. In both cases, the amount should have been reported as 194,100 shares of Class B Common Stock. |
(4) | Held by the SLAT 2 for the benefit of Mr. Casella. Mr. Casella is the trustee of the SLAT 2. |
(5) | Held by the Spousal Lifetime Access Trust for the benefit of Mr. Casella's spouse ("SLAT"). |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
CASELLA JOHN W C/O CASELLA WASTE SYSTEMS 25 GREENS HILL LANE RUTLAND, VT 05701 | X |
| CHIEF EXECUTIVE OFFICER |
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Signatures
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/s/ John W. Casella | | 1/23/2023 |
**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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