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
WCA WASTE CORP [ WCAA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/22/2005 | ||||||||||||||||||||||||||
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 | 10/22/2005 | A | 51,288 | A | (1) | 51,288 | I | See Footnote (2)(2) | ||
Common Stock | 12,296 | I | By Jacqueline Fatjo 1998 Gift Trust | |||||||
Common Stock | 12,296 | I | By Channing Fatjo 1998 Gift Trust | |||||||
Common Stock | 211,491(3) | I | By Fatjo WCA Partners, L.P. | |||||||
Common Stock | 58,131(3) | I | By FFAP, Ltd. | |||||||
Common Stock | 98,368 | I | By Tom J. Fatjo, Jr. Trust | |||||||
Common Stock | 337,672 | D |
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 |
Explanation of Responses: |
1. The reporting person did not make a direct purchase of issuer securities. Waste Corporation of America, LLC, of which the reporting person holds a 8.67% membership interest, acquired shares of the issuer in exchange for the 1,000 outstanding shares of its subsidiary, Waste Corporation of Central Florida, Inc., in connection with the merger of Waste Corporation of Central Florida, Inc. into a wholly-owned subsidiary of the issuer, WCA of Central Florida, Inc. (the "Merger"). The aggregate consideration paid by the issuer pursuant to the Merger included (i) 591,611 shares of issuer common stock at a price of $8.45 per share, (ii) assumption of approximately $6.3 million in net debt and (iii) approximately $3.4 million in cash. |
2. Represents the reporting person's proportionate indirect interest in shares of the issuer's common stock beneficially owned by Waste Corporation of America, LLC, of which the reporting person is a member. The reporting person disclaims beneficial ownership of the securities held by Waste Corporation of America, LLC. |
3. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
/s/ Tom J. Fatjo, III, Attorney-in-fact | 10/25/2005 | |
** 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. |