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Sec Form 4 Filing - Burke Richard L. Jr. @ Advanced Disposal Services Inc. - 2020-10-30

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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 *
Burke Richard L. Jr.
2. Issuer Name and Ticker or Trading Symbol
Advanced Disposal Services, Inc. [ ADSW]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Exec. Officer & Director
(Last)
(First)
(Middle)
C/O ADVANCED DISPOSAL SERVICES, INC.,, 90 FORT WADE ROAD
3. Date of Earliest Transaction (MM/DD/YY)
10/30/2020
(Street)
PONTE VEDRA, FL32081
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 10/30/2020 A( 1 ) 54,262 A 323,977 D
Common Stock 10/30/2020 D( 2 )( 3 ) 323,977 D $ 30.3 ( 2 ) ( 3 ) 0 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 (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
Employee Stock Option (right to buy) $ 17.7 10/30/2020 D( 2 )( 3 ) 429,203 ( 2 )( 3 ) 11/20/2022 Common Stock 429,203 ( 2 ) ( 3 ) 0 D
Employee Stock Option (right to buy) $ 17.7 10/30/2020 D( 2 )( 3 ) 978 ( 2 )( 3 ) 04/25/2023 Common Stock 978 ( 2 ) ( 3 ) 0 D
Employee Stock Option (right to buy) $ 24.28 10/30/2020 D( 2 )( 3 ) 45,980 ( 2 )( 3 ) 06/24/2026 Common Stock 45,980 ( 2 ) ( 3 ) 0 D
Employee Stock Option (right to buy) $ 18 10/30/2020 D( 2 )( 3 ) 169,205 ( 2 )( 3 ) 10/12/2026 Common Stock 169,205 ( 2 ) ( 3 ) 0 D
Employee Stock Option (right to buy) $ 22 10/30/2020 D( 2 )( 3 ) 96,153 ( 2 )( 3 ) 02/27/2027 Common Stock 96,153 ( 2 ) ( 3 ) 0 D
Employee Stock Option (right to buy) $ 23.3 10/30/2020 D( 2 )( 3 ) 118,217 ( 2 )( 3 ) 03/15/2027 Common Stock 118,217 ( 2 ) ( 3 ) 0 D
Employee Stock Option (right to buy) $ 22.16 10/30/2020 D( 2 )( 3 ) 86,956 ( 2 )( 3 ) 02/26/2028 Common Stock 86,956 ( 2 ) ( 3 ) 0 D
Employee Stock Option (right to buy) $ 26.69 10/30/2020 D( 2 )( 3 ) 88,174 ( 2 )( 3 ) 02/25/2029 Common Stock 88,174 ( 2 ) ( 3 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Burke Richard L. Jr.
C/O ADVANCED DISPOSAL SERVICES, INC.,
90 FORT WADE ROAD
PONTE VEDRA, FL32081
X Chief Exec. Officer & Director
Signatures
/s/ Jeffrey Everett, Attorney-in-Fact for Richard L. Burke Jr. 10/30/2020
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares of Common Stock subject to performance share unit awards that were granted in each of 2018 and 2019 and were accelerated and deemed earned at target for each performance period pursuant to the Agreement and Plan of Merger, entered into on April 14, 2019, by and among the Issuer, Waste Management, Inc. and Everglades Merger Sub Inc. (filed as Exhibit 2.1 to the Form 8-K filed with the Securities and Exchange Commission on April 15, 2019), as amended by that certain Amendment No. 1, dated as of June 24, 2020 (filed as Exhibit 2.1 to the Form 8-K filed with the Securities and Exchange Commission on June 24, 2020) (as amended by Amendment No. 1, the "Merger Agreement").
( 2 )Pursuant to the Merger Agreement, at the effective time of the merger: each outstanding share of Common Stock was cancelled and thereafter entitled the Reporting Person to receive a cash payment equal to the product of (a) the number of shares of Common Stock held by the Reporting Person at such time and (b) $30.30.
( 3 )Pursuant to the Merger Agreement, at the effective time of the merger: (a) each unvested restricted share unit award and performance share unit award vested in full and was cancelled and thereafter entitled the Reporting Person to receive a cash payment, net of taxes, equal to the product of (i) the number of shares of Common Stock subject to such restricted share unit award or performance share unit award and (ii) $30.30; and (b) each outstanding stock option with an exercise price per share that is less than $30.30, whether or not vested, became fully vested and was cancelled and thereafter entitled the Reporting Person to receive a cash payment, net of taxes, equal to the product of (i) the excess of $30.30 over the per-share exercise price of such stock option and (ii) the number of shares of Common Stock issuable upon exercise of such stock option.

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.
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