FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
WASTE SERVICES, INC. [ WSII ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/29/2010 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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 | 04/29/2010 | X | 2,145,000(1)(2) | A | $9(1)(2) | 4,750,263 | D(5)(6)(7)(8)(9)(10) | |||
Common Stock | 04/29/2010 | S | 1,683,121(1)(2) | D | $11.42(1)(2) | 3,067,142 | D(5)(6)(7)(8)(9)(10) | |||
Common Stock | 04/29/2010 | X | 238,333(1)(2) | A | $9(1)(2) | 856,166(3) | I | See footnotes(3)(5)(6)(7)(8)(9)(10) | ||
Common Stock | 04/29/2010 | S | 187,014(1)(2) | D | $11.42(1)(2) | 669,152(4) | I | See footnotes(4)(5)(6)(7)(8)(9)(10) |
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 Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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) | 04/29/2010 | X | 2,145,000(1)(2) | 07/31/2004 | 05/06/2010 | Common Stock | 2,145,000 | $0 | 0 | D(5)(6)(7)(8)(9)(10) | ||||
Warrants (right to acquire) | $9(1)(2) | 04/29/2010 | X | 238,333(1)(2) | 07/31/2004 | 05/06/2010 | Common Stock | 238,333 | $0 | 0 | I | By KEP VI, LLC(5)(6)(7)(8)(9)(10) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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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, 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, 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, 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. |
Kelso Investment Associates VI, L.P. By:* | 05/03/2010 | |
KEP VI, LLC By:* | 05/03/2010 | |
*James J. Connors, II, Attorney-in-fact | 05/03/2010 | |
** 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 Number. |