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Ownership Document |
Schema Version: X0508 |
Document Type: 4 |
Period of Report: 3/12/24 |
Not Subject to Section 16: 0 |
Issuer: |
| Issuer CIK: 911177 |
| Issuer Name: CASELLA WASTE SYSTEMS INC |
| Issuer Trading Symbol: CWST |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1055353 |
| | Owner Name: CASELLA DOUGLAS R |
| Reporting Owner Address: |
| | Owner Street 1: C/O CASELLA WASTE SYSTEMS, INC. |
| | Owner Street 2: 25 GREENS HILL LANE |
| | Owner City: RUTLAND |
| | Owner State: VT |
| | Owner ZIP Code: 05702 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? Yes |
| | Is Officer? Yes |
| | Is Ten Percent Owner? No |
| | Is Other? No |
| | Officer Title: VICE CHAIRMAN, BD OF DIRECTORS |
| | Other Text: |
Aff 10b5 One: 1 |
Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Class A Common Stock |
| | Transaction Date: |
| | | Value: 3/12/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: A |
| | | Equity Swap Involved? No |
| | | Footnote ID: F1 |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 1,758 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 136,500 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Class A Common Stock |
| | Transaction Date: |
| | | Value: 3/13/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: S |
| | | Equity Swap Involved? No |
| | | Footnote ID: F2 |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 674 |
| | | Transaction Price Per Share: |
| Value: 94.06 |
| Footnote ID: F3 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 135,826 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Class A Common Stock |
| | Transaction Date: |
| | | Value: 3/14/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: S |
| | | Equity Swap Involved? No |
| | | Footnote ID: F4 |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 391 |
| | | Transaction Price Per Share: |
| Value: 94.17 |
| Footnote ID: F5 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 135,435 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Class B Common Stock |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 169,000 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Class B Common Stock |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 131,000 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: By SLAT |
| Footnote ID: F6 |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Class B Common Stock |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 57,100 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: By Spouse |
| Footnote ID: F7 |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Class B Common Stock |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 137,000 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: By SLAT 2 |
| Footnote ID: F8 |
Derivative Table: |
Footnotes: |
| Footnote - F1: Represents the award of Restricted Stock Units (RSUs) under the Casella Waste Systems, Inc. 2016 Incentive Plan. Each RSU represents a contingent right to receive one share of Casella's Class A Common Stock. RSUs vest in three equal annual installments beginning on March 12, 2025. |
| Footnote - F2: Represents the sale of shares of Class A Common Stock pursuant to a "sell-to-cover" transaction in order to satisfy tax withholding obligations in connection with the vesting of RSUs previously granted to the reporting person. This sale was effected pursuant to an automatic sell-to-cover instruction adopted by the reporting person on May 25, 2022 and August 30, 2023 and does not represent a discretionary sale by the reporting person. |
| Footnote - F3: Represents the weighted average sales price for shares sold in multiple transactions, ranging from $94.06 to $94.11. Upon request of the staff of the Securities and Exchange Commission, the issuer or a security holder of the issuer, the reporting person will provide full information regarding the number of shares sold at each separate price. |
| Footnote - F4: Represents the sale of shares of Class A Common Stock pursuant to a "sell-to-cover" transaction in order to satisfy tax withholding obligations in connection with the vesting of RSUs previously granted to the reporting person. This sale was effected pursuant to an automatic sell-to-cover instruction adopted by the reporting person on August 23, 2021 and does not represent a discretionary sale by the reporting person. |
| Footnote - F5: Represents the weighted average sales price for shares sold in multiple transactions, ranging from $94.05 to $94.33. Upon request of the staff of the Securities and Exchange Commission, the issuer or a security holder of the issuer, the reporting person will provide full information regarding the number of shares sold at each separate price. |
| Footnote - F6: Held by the Spousal Lifetime Access Trust for the benefit of Mr. Casella's spouse ("SLAT"). Mr. Casella's spouse is the trustee of the SLAT. Mr. Casella disclaims beneficial ownership of the securities indicated to the extent to which he does not have an actual pecuniary interest in such securities. |
| Footnote - F7: Held by Mr. Casella's spouse. Mr. Casella disclaims beneficial ownership of the securities indicated to the extent to which he does not have an actual pecuniary interest in such securities. |
| Footnote - F8: Held by the Spousal Lifetime Access Trust for the benefit of Mr. Casella ("SLAT 2"). Mr. Casella is the trustee of the SLAT 2. |
Remarks: |
Owner Signature: |
| Signature Name: /s/ Douglas R. Casella |
| Signature Date: 3/14/24 |