CASELLA WASTE SYSTEMS INC — Director's Dealing 2019

Feb 22, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CASELLA WASTE SYSTEMS INC (CWST)
CIK: 0000911177
Period of Report: 2019-02-20

Reporting Person: CASELLA JOHN W (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-20	Class A Common Stock	A	129635	—	Acquired	548108	Direct
2019-02-21	Class A Common Stock	S	60733	$34.5998	Disposed	487375	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-20	Employee Stock Option (Right to Buy)	$12.48	A	35952	Acquired	2026-11-16	Class A Common Stock (35952)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class B Common Stock	494100	Direct
Class A Common Stock	694	Indirect

Footnotes

F1: 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.

F2: Represents shares of Class A Common Stock acquired by the reporting person upon the vesting of performance-based stock units ("PSU's") granted to the reporting person on November 17, 2016, as a result of the level of achievement by Casella Waste Systems, Inc. (the "Company") of certain performance objectives during the third year ("Measurement Period") of the three-year performance period running from January 1, 2016 to December 31, 2018, multiplied by a Relative TSR multiplier for the period running from January 1, 2016 to December 31, 2018.

F3: Represents the automatic sale of stock for tax withholding purposes pursuant to a Rule 10b5-1 trading plan adapted by the person on March 15, 2016, in connection with the vesting of PSU's on February 20, 2019.

F4: Represents the weighted average sales price for shares sold in multiple transactions, at prices ranging from $34.40 to $34.75, inclusive. 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.

F5: On November 17, 2016, the reporting person was granted a performance-based stock option, which vested as to 35,952 shares of Class A Common Stock, as a result of the level of achievement by the Company of certain performance objectives during the Measurement Period of the three-year performance period running from January 1, 2016 to December 31, 2018, multiplied by a Relative TSR multiplier for the period running from January 1, 2016 to December 31, 2018.