| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CASELLA WASTE SYSTEMS INC [ CWST ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/27/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Class A Common Stock | 02/27/2025 | A | 29,106(1) | A | $0 | 39,835 | D | |||
| Class A Common Stock | 03/03/2025 | S(2) | 13,577 | D | $113.88(3) | 26,258 | D | |||
| Class A Common Stock | 694 | I | By Spouse(4) | |||||||
| Class B Common Stock | 166,000 | D | ||||||||
| Class B Common Stock | 137,000 | I | by SLAT 2(5) | |||||||
| Class B Common Stock | 134,000 | I | By SLAT(6) | |||||||
| Class B Common Stock | 57,100 | I | By Spouse(4) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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. Represents shares of Class A Common Stock acquired by the reporting person upon the vesting of performance-based stock units (PSUs) granted to the reporting person on March 11, 2022, as a result of the level of achievement by the issuer of certain performance objectives during the period running from January 1, 2024 through December 31, 2024, and a multiplier based on relative total shareholder return for the period running from January 1, 2022 to December 31, 2024, as certified by the issuer's compensation and human capital committee on February 27, 2025. |
| 2. 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 PSUs previously granted to the reporting person on March 11, 2022. This sale was effected pursuant to an automatic sell-to-cover instruction adopted by the reporting person on May 12, 2022 and does not represent a discretionary sale by the reporting person. |
| 3. Represents the weighted average sales price for shares sold in multiple transactions, ranging from $113.38 to $114.27. 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. |
| 4. 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. |
| 5. Held by the Spousal Lifetime Access Trust for the benefit of Mr. Casella ("SLAT 2"). Mr. Casella is the trustee of the SLAT 2. |
| 6. 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. |
| Remarks: |
| /s/ John W. Casella | 03/03/2025 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
