Sec Form 4 Filing - Highstar Capital LP @ Advanced Disposal Services, Inc. - 2018-03-13

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Highstar Capital LP
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)
(Last) (First) (Middle)
277 PARK AVENUE, 45TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
03/13/2018
(Street)
NEW YORK, NY10172
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/13/2018( 1 ) S 10,000,000 D $ 22.4 11,987,453 I See Footnote ( 2 ) ( 3 )
Common Stock 05/10/2018( 4 ) S 11,987,453 D $ 22.45 0 I See Footnote ( 2 ) ( 3 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Highstar Capital LP
277 PARK AVENUE
45TH FLOOR
NEW YORK, NY10172
X
Star Atlantic GP, Inc.
277 PARK AVENUE
45TH FLOOR
NEW YORK, NY10172
X
Star Atlantic Waste Holdings, L.P.
277 PARK AVENUE
45TH FLOOR
NEW YORK, NY10172
X
Signatures
/s/ Emmett McCann, as Managing Director of Highstar Capital LP 05/11/2018
Signature of Reporting Person Date
/s/ Emmett McCann, as Managing Director of Star Atlantic GP, Inc. 05/11/2018
Signature of Reporting Person Date
/s/ Emmett McCann, as Managing Director of Star Atlantic Waste Holdings, L.P. 05/11/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This sale was made pursuant to an S-3 registration statement filed on November 16, 2017, and prospectus supplement dated March 8, 2018, to permit the resale of 10,000,000 shares of the Issuer's Common Stock in a secondary public offering. The shares were previously held by Star Atlantic GP Inc. ("Star Atlantic GP") and sold on March 13, 2018 for cash consideration of $22.40 per share, as previously reported in a Form 8-K filed by the Issuer on March 13, 2018.
( 2 )This Form 4 is filed jointly by Highstar Capital LP ("Highstar"), Star Atlantic GP and Star Atlantic Waste Holdings, L.P. ("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. Star Atlantic is the direct holder of the Issuer's Common Stock reported in Table I.
( 3 )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 the 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, Bret Budenbender, Scott Litman, Emmett McCann and Andrew Nevin. 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.
( 4 )This sale was made pursuant to an S-3 registration statement filed on November 16, 2017, and prospectus supplement dated May 7, 2018, to permit the resale of 11,987,453 shares of the Issuer's Common Stock in a secondary public offering. The shares were previously held by Star Atlantic and sold on May 10, 2018, for cash consideration of $22.45 per share.

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