X0306 4 2016-10-12 0 0001585790 Advanced Disposal Services, Inc. ADSW 0001512607 Highstar Capital LP 277 PARK AVENUE 45TH FLOOR NEW YORK NY 10172 0 0 1 0 0001665486 Star Atlantic GP, Inc. 277 PARK AVENUE 45TH FLOOR NEW YORK NY 10172 0 0 1 0 0001665485 Star Atlantic Waste Holdings, L.P. 277 PARK AVENUE 45TH FLOOR NEW YORK NY 10172 0 0 1 0 Common Stock (pre-merger) 2016-10-12 4 J 0 1000 D 0 I See Footnotes Common Stock (post-merger) 2016-10-12 4 J 0 41985997 A 41985997 I See Footnotes Star Atlantic GP Inc. ("Star Atlantic GP") is the general partner, and Star Atlantic Waste Holdings, L.P. ("Star Atlantic") is a limited partner, of Star Atlantic Waste Holdings II, L.P. ("Star Atlantic II"), which held shares in Advanced Disposal Waste Holdings Corp. ("Advanced Disposal"). On October 12, 2016, Advanced Disposal Waste Holdings Corp. ("Parent"), which owned all of the outstanding common stock ("Pre-Merger Common Stock") of the Issuer, was merged with and into the Issuer, with the Issuer as the surviving corporation (the "Merger"). (Continued from Footnote 1) In the Merger, all issued and outstanding shares of Pre-Merger Common Stock held by Parent were canceled, and holders of shares of Parent received shares of common stock of the Issuer ("Post-Merger Common Stock"). Immediately after the initial public offering of the Common Stock of the Issuer, Star Atlantic II distributed 41,985,997 shares of Post-Merger Common Stock that it received from the Merger to Star Atlantic. Such transactions were exempt from the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), pursuant to Rule 16b-7 thereunder. This Form 4 is filed jointly by Highstar Capital LP ("Highstar"), Star Atlantic GP and Star Atlantic. Highstar is a registered investment adviser. PineBridge Highstar (SPE) LLC serves as the general partner of Star Atlantic GP and has delegated management authority for Star Atlantic GP to Highstar. Highstar also serves as the investment manager for Star Atlantic. Following the Merger and related transactions, Star Atlantic is the direct holder of the Post-Merger Common Stock reported in Table I. By virtue of the foregoing relationships, each of the Reporting Persons may be deemed to have voting and investment power over the Shares held of record by Star Atlantic and as a result may be deemed to have beneficial ownership of such Shares for purposes of Rule 13d-3 under Exchange Act. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Exchange Act except to the extent of its pecuniary interest therein. Highstar is controlled by Christopher Lee, Michael Miller, John Stokers, Christopher Beall and Scott Litman. These individuals expressly disclaim beneficial ownership of any of the Shares held of record by Star Atlantic. This report shall not be deemed an admission that the Reporting Persons or any other person named herein is a beneficial owner for purposes of Section 16 of the Exchange Act or for any other purpose: /s/ Christopher Beall, as Executive Vice President of Highstar Capital LP 2016-10-12 /s/ Christopher Beall, as Vice President of Star Atlantic GP Inc. Inc. 2016-10-12 /s/ Christopher Beall, as Vice President of Star Atlantic Waste Holdings, L.P. 2016-10-12