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1. Name and Address of Reporting Person
*
MATELICH GEORGE E
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2. Issuer Name
and
Ticker or Trading Symbol
WASTE SERVICES, INC.
[
WSII
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O KELSO AND COMPANY, 320 PARK AVENUE, 24TH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/2/2010
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(Street)
NEW YORK, NY 10022
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Explanation of Responses:
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(
1)
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Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of November 11, 2009, among the issuer ("WSI"), IESI-BFC Ltd. ("IESI-BFC") and IESI-BFC Merger Sub, Inc. (the "Merger Sub") in exchange for common shares of IESI-BFC. Pursuant to the terms of the Merger Agreement, on July 2, 2010, the Merger Sub merged with and into WSI and the separate corporate existence of Merger Sub ceased and WSI continued as the surviving company. The reporting person received 0.5833 shares of IESI-BFC common stock in exchange for each share of WSI common stock (the "Common Stock") on July 2, 2010, the effective date of the merger, plus cash for a fractional share.
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(
2)
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The 669,152 shares of Common Stock reported on this line consist of (a) 340,793 shares of Common Stock owned by KEP VI, LLC ("KEP VI"), (b) 242,932 shares of Common Stock owned by Frank T. Nickell, (c) 38,830 shares of Common Stock owned by Thomas R. Wall, IV, (d) 19,415 shares of Common Stock owned by Frank K. Bynum, Jr., (e) 19,415 shares of Common Stock owned by Philip E. Berney, (f) 2,913 shares of Common Stock owned by Frank J. Loverro, and (g) 4,854 shares of Common Stock owned by James J. Connors, II.
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(
3)
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Kelso GP VI, LLC ("GP VI") is the general partner of Kelso Investment Associates VI, L.P. ("KIA VI") and has voting and dispositive power over the shares held by KIA VI. GP VI disclaims beneficial ownership of the securities owned by KIA VI pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended (the "Act"), and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Sections 13(d) or 13(g) of the Act or for any other purposes.
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(
4)
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KIA VI and KEP VI, due to their common control, may be deemed to beneficially own the securities owned by each other. Each of KIA VI and KEP VI disclaims beneficial ownership of the securities owned by the other pursuant to Rule 13d-4 under the Act and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Sections 13(d) or 13(g) of the Act or for any other purposes.
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(
5)
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GP VI and KEP VI, due to their common control, may be deemed to beneficially own the securities owned by each other. GP VI disclaims beneficial ownership of the securities owned by KEP VI pursuant to Rule 13d-4 under the Act, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Sections 13(d) or 13(g) of the Act or for any other purposes.
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(
6)
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Messrs. Nickell, Wall, Matelich, Goldberg, Bynum, Wahrhaftig, Berney, Loverro and Connors may be deemed to share beneficial ownership of securities owned by KIA VI and KEP VI, by virtue of their status as managing members of KEP VI and GP VI, and each of them disclaims beneficial ownership of the securities owned or deemed beneficially owned by KIA VI, KEP VI and GP VI pursuant to Rule 13d-4 under the Act and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Sections 13(d) or 13(g) of the Act or for any other purposes.
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(
7)
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Each of Messrs. Nickell, Wall, Matelich, Goldberg, Bynum, Wahrhaftig, Berney, Loverro and Connors may be deemed to share beneficial ownership of securities owned by each of the others and each of them disclaims beneficial ownership of the securities owned or deemed beneficially owned by such others pursuant to Rule 13d-4 under the Act, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Sections 13(d) or 13(g) of the Act or for any other purposes.
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(
8)
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Each of GP VI, KEP VI and KIA VI may be deemed to share beneficial ownership of securities owned by each of Messrs. Nickell, Wall, Matelich, Goldberg, Bynum, Wahrhaftig, Berney, Loverro and Connors, and each of GP VI, KEP VI and KIA VI disclaims beneficial ownership of the securities owned or deemed beneficially owned by each of Messrs. Nickell, Wall, Matelich, Goldberg, Bynum, Wahrhaftig, Berney, Loverro and Connors pursuant to Rule 13d-4 under the Act, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Sections 13(d) or 13(g) of the Act or for any other purposes.
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(
9)
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Each restricted stock unit ("RSU") represented a contingent right to receive one share of issuer's Common Stock. Pursuant to the Merger Agreement, all outstanding RSUs vested immediately prior to the merger, and each vested RSU was exchanged for one share of Common Stock of WSI.
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(
10)
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Mr. Matelich disclaims beneficial ownership of the securities owned by his children pursuant to Rule 13d-4 under the Act, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Sections 13(d) or 13(g) of the Act or for any other purposes.
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