SEC Form 4
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*
GRISSOM D STEPHEN

(Last) (First) (Middle)
3301 BENSON DRIVE
SUITE 600

(Street)
RALEIGH NC 27609

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
WASTE INDUSTRIES USA INC [ WWIN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
04/21/2008
4. If Amendment, Date of Original Filed (Month/Day/Year)
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. 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 04/21/2008 M 501 A $10.72 38,698 D
Common Stock 04/21/2008 M 392 A $13.9 39,090 D
Common Stock 04/21/2008 M 1,075 A $21.02 40,165 D
Common Stock 04/21/2008 M 686 A $27.56 40,851 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
Stock Option - Right to Buy $10.72 04/21/2008 M 501 (1) 05/04/2009 Common Stock 501 $0 502 D
Stock Option - Right to Buy $13.9 04/21/2008 M 392 (2) 05/11/2010 Common Stock 392 $0 1,960 D
Stock Option - Right to Buy $21.02 04/21/2008 M 1,075 (3) 04/06/2011 Common Stock 1,075 $0 4,296 D
Stock Option - Right to Buy $27.56 04/21/2008 M 686 (4) 03/20/2012 Common Stock 686 $0 2,057 D
Deferred Stock Units (5) (6) 05/30/2012 Common STock 906 906 D
Explanation of Responses:
1. The stock options granted to the Reporting Person in May 2004 under the Issuer's 1997 Stock Plan become exercisable 25% at the end of the first year from the date of grant and 6.25% per quarter thereafter for three (3) years, such that the options are fully vested on May 5, 2008, based on continued employment.
2. The stock options granted to the Reporting Person in May 2005 under the Issuer's 1997 Stock Plan become exercisable 25% at the end of the first year from the date of grant and 6.25% per quarter thereafter for three (3) years, such that the options are fully vested on May 11, 2009, based on continued employment.
3. The stock options granted to the Reporting Person in April 2006 under the Issuer's 1997 Stock Plan become exercisable 25% at the end of the first year from the date of grant and 6.25% per quarter thereafter for three (3) years, such that the options are fully vested on April 6, 2010, based on continued employment.
4. The stock options granted to the Reporting Person in March 2007 under the Issuer's 1997 Stock Plan become exercisable 25% at the end of the first year from the date of grant and 6.25% per quarter thereafter for three (3) years, such that the options are fully vested on March 20, 2011, based on continued employment.
5. The deferred stock units convert to shares of Waste Industries USA, Inc. common stock on a one-for-one basis on the date of vesting.
6. The deferred stock units vest in three equal annual installments beginning on May 30, 2010.
D. Stephen Grissom 04/23/2008
** 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.