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*
MARTINEZ STEVE

(Last) (First) (Middle)
C/O APOLLO MANAGEMENT, L.P.
9 WEST 57TH STREET, 43RD FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ALLIED WASTE INDUSTRIES INC [ AW ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/17/2007
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, $.01 par value 05/17/2007 A(1) 5,307 A $0.00 9,875(2)(3) 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
Explanation of Responses:
1. The shares were granted pursuant to the Issuer's 2005 Non-Employee Director Equity Compensation Plan. Pursuant to that plan, the Reporting Person received a grant of restricted shares of common stock having a fair market value of $70,000 on the date of his re-election to the Issuer's Board of Directors. The grant of restricted stock is a portion of the Reporting Person's compensation as a non-employee member of the Issuer's Board of Directors.
2. The reported number of securities does not include securities held by any of (i) Apollo Investment Fund III, L.P., Apollo Overseas Partners III, L.P., or Apollo (UK) Partners III, L.P. (collectively, "Apollo Fund III") or (ii) Apollo Investment Fund IV, L.P. or Apollo Overseas Partners IV, L.P. (collectively, "Apollo Fund IV" and together with Apollo Fund III, "Apollo") of Allied Waste Industries, Inc. The general partner of Apollo Fund III is Apollo Advisors II, L.P. ("Advisors II"), whose general partner is Apollo Capital Management II, Inc. The day-to-day manager of Apollo Fund III is Apollo Management, L.P. ("Management III"). The general partner of Apollo Fund IV is Apollo Advisors IV, L.P. ("Advisors IV" and together with Advisors II, "Advisors"), whose general partner is Apollo Capital Management IV, Inc. The day-to-day manager of Apollo Fund IV is Apollo Management IV, L.P. ("Management IV" and together with Management III, "Management").
3. The Reporting Person is a principal of each of Advisors and Management. The filing of this Statement shall not be deemed an admission that the Reporting Person, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, is a beneficial owner of, or has any pecuniary interest in, and the Reporting Person expressly disclaims beneficial ownership of, any equity security beneficially owned by Apollo.
Remarks:
/s/ Jo Lynn White, Attorney-in-Fact 05/18/2007
** 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).
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