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Filing Details

Accession Number:: 0001181431-10-023964
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2010-05-03 13:00:00
Reporting Period:: 2010-04-29

Filing Date:: 2010-05-03
Accepted Time:: 2010-05-03 18:13:46
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1065736	Waste Services Inc.	WSII	Refuse Systems (4953)	000000000

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1034432	E George Matelich	C/O Kelso And Company 320 Park Avenue, 24Th Floor New York NY 10022		Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2010-04-29	2,145,000	$9.00	4,750,263	No	4	X	Indirect	By Kelso Investment Associates VI, L.P.
Common Stock	Acquisiton	2010-04-29	1,683,121	$11.42	3,067,142	No	4	S	Indirect	By Kelso Investment Associates VI, L.P.
Common Stock	Acquisiton	2010-04-29	238,333	$9.00	856,166	No	4	X	Indirect	See footnotes
Common Stock	Disposition	2010-04-29	187,014	$11.42	669,152	No	4	S	Indirect	See footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	X	Indirect	By Kelso Investment Associates VI, L.P.
No	4	S	Indirect	By Kelso Investment Associates VI, L.P.
No	4	X	Indirect	See footnotes
No	4	S	Indirect	See footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Warrants (right to acquire)	Disposition	2010-04-29	2,145,000	$0.00	2,145,000	$9.00
Common Stock	Warrants (right to acquire)	Disposition	2010-04-29	238,333	$0.00	238,333	$9.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	2004-07-31	2010-05-06	No	4	X	Indirect
0	2004-07-31	2010-05-06	No	4	X	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	259,807	Direct
Common Stock	300	Indirect	By Mr. Matelich's children

Footnotes

This Form 4 is being filed to report the exercise of 2,145,000 warrants to purchase Common Stock of the issuer by Kelso Investment Associates VI, LP (KIA VI) and 238,333 warrants to purchase Common Stock of the issuer by KEP VI, LLC (KEP VI), each at an exercise price of $9 per share.
The exercise price payable by each of KIA VI and KEP VI was satisfied by the withholding of 1,683,121 and 187,014 shares of Common Stock, respectively, which would otherwise have been delivered to KIA VI and KEP VI, respectively, upon exercise of their respective warrants. The fair market value of the shares of Common Stock used to determine the number of shares of Common Stock withheld was $11.42 per share. After giving effect to the withholding described above, each of KIA VI and KEP VI received 461,879 and 51,319 shares of Common Stock respectively upon exercise of their respective warrants, plus $4.07 and $10.60, respectively, in respect of fractional shares.
The 856,166 shares of Common Stock reported on this line consists of (a) 527,807 shares of Common Stock that were owned by KEP VI, prior to giving effect to the withholding of shares to satisfy the warrant exercise price described above, (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.
The 669,152 shares of Common Stock reported on this line consists of (a) 340,793 shares of Common Stock that owned by KEP VI, after giving effect to the withholding of shares to satisfy the warrant exercise price described above, (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.
Kelso GP VI, LLC, (GP VI) is the general partner of 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.
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.
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.
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.
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.
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.
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 admissiion 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.