SEC FORM 4

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^*

Highstar Capital LP

(Last)

(First)

(Middle)

277 PARK AVENUE

45TH FLOOR

(Street)

NEW YORK

10172

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Advanced Disposal Services, Inc. [ ADSW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/12/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock (pre-merger)	10/12/2016		J		1,000	D	⁽¹⁾⁽²⁾	0	I	See Footnotes⁽³⁾⁽⁴⁾
Common Stock (post-merger)	10/12/2016		J		41,985,997	A	⁽¹⁾⁽²⁾	41,985,997	I	See Footnotes⁽³⁾⁽⁴⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

Highstar Capital LP

(Last)

(First)

(Middle)

277 PARK AVENUE

45TH FLOOR

(Street)

NEW YORK

10172

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Star Atlantic GP, Inc.

(Last)

(First)

(Middle)

277 PARK AVENUE

45TH FLOOR

(Street)

NEW YORK

10172

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Star Atlantic Waste Holdings, L.P.

(Last)

(First)

(Middle)

277 PARK AVENUE

45TH FLOOR

(Street)

NEW YORK

10172

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. 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").

2. (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.

3. 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.

4. 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:

Remarks:

	/s/ Christopher Beall, as Executive Vice President of Highstar Capital LP	10/12/2016
	/s/ Christopher Beall, as Vice President of Star Atlantic GP Inc. Inc.	10/12/2016
	/s/ Christopher Beall, as Vice President of Star Atlantic Waste Holdings, L.P.	10/12/2016
	** Signature of Reporting Person	Date
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