UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Amendment No. 3)

Under the Securities Exchange Act of 1934

Advanced Disposal Services, Inc.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

00790X101

(CUSIP Number)

Patrice Walch-Watson

Canada Pension Plan Investment Board

One Queen Street East, Suite 2500

Toronto, ON M5C 2W5

(416) 868-1171

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 24, 2020

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

CUSIP No. 00790X101

1		Name of reporting person. Canada Pension Plan Investment Board
2		Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
3		SEC use only
4		Source of funds (see instructions) OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6		Citizenship or place of organization Canada

Number of shares beneficially owned by each reporting person with	7	Sole voting power 16,572,106 shares
	8	Shared voting power 0 shares
	9	Sole dispositive power 16,572,106 shares
	10	Shared dispositive power 0 shares

11		Aggregate amount beneficially owned by each reporting person 16,572,106 shares
12		Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13		Percent of class represented by amount in Row (11) 18.4%⁽¹⁾
14		Type of reporting person (see instructions) CO

(1)

Calculated based on the 90,182,699 shares of Common Stock, $0.01 par value per share (“Common Stock”), of Advanced Disposal Services, Inc. (the “Company” or the “Issuer”) outstanding as of April 17, 2020, as reported in the Issuer’s Form 10-Q for the quarterly period ended March 31, 2020 filed with the United States Securities and Exchange Commission on May 7, 2020.

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Explanatory Note

This Amendment No. 3 to Schedule 13D (this “Amendment No. 3”) amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission on October 12, 2016, as amended by Amendment No. 1 on June 15, 2018 and by Amendment No. 2 on April 16, 2019 (as so amended, the “Statement”). The Statement shall not be modified except as specifically provided herein.

Information reported in the Statement remains in effect except to the extent that it is amended or superseded by information contained in this Amendment No. 3.

Item 2. Identity and Background

Schedule I of the Statement is hereby amended and replaced with Schedule I attached hereto.

Item 4. Purpose of the Transaction

Item 4 of the Statement is hereby amended by replacing the information added to Item 4 of the Statement in connection with Amendment No. 2, filed on April 16, 2019, with the following:

On June 24, 2020, the Company, Waste Management, Inc. (“Parent”) and Everglades Merger Sub Inc. (“Merger Sub”) entered into Amendment No. 1 (the “Amendment”) to the previously announced Agreement and Plan of Merger (the “Original Agreement”, and, as amended by the Amendment, the “Merger Agreement”), dated April 14, 2019, pursuant to which Merger Sub will merge with and into the Company, with the Company surviving, on the terms and conditions set forth therein (the “Merger”). Under the terms of the Amendment, upon the consummation of the Merger, each share of common stock of the Company (“Share”) will be converted into the right to receive $30.30 per Share in cash, which is a reduction from the $33.15 per Share provided for in the Original Agreement.

In connection with the Amendment, on June 24, 2020, the Reporting Person and Parent entered into an amendment and restatement of the April 14, 2019 Voting and Support Agreement (as amended and restated, the “Voting Agreement”). The Reporting Person owns 16,572,106 shares of Common Stock (the “Covered Shares”) as of the date of this filing.

Subject to the terms and conditions of the Voting Agreement, including the absence of any change of recommendation of the Merger by the Company’s board of directors under circumstances defined in the Merger Agreement, the Reporting Person has agreed, among other things, to vote (i) its Covered Shares in favor of the approval and adoption of the Merger Agreement and (ii) against certain other matters, including the following: (a) any action or agreement that would reasonably be expected to result in a breach of the Merger Agreement or a failure of timely satisfaction of closing conditions under the Merger Agreement, (b) any acquisition proposal or other proposal made in opposition to, in competition with, or inconsistent with, the Merger or the Merger Agreement and (c) any other action, agreement or proposal that could reasonably be expected to delay, postpone or adversely affect the consummation of the Merger and the other transactions contemplated by the Merger Agreement.

The Voting Agreement terminates upon the earliest to occur of: (i) the Merger contemplated by the Merger Agreement becomes effective, (ii) the Merger Agreement is validly terminated in accordance with the terms thereof, or (iii) the Reporting Person’s election to terminate in its sole discretion promptly following any amendment to the Merger Agreement that reduces or changes the form of consideration payable.

The Voting Agreement also restricts the Reporting Person, among other things, from transferring the Covered Shares without the consent of Parent. Exceptions include transfers to affiliated transferees who agree to be bound by the terms of the Voting Agreement and transfers incident to ordinary course financing transactions following the receipt of the required stockholder approval of the Merger by the Company’s stockholders.

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The foregoing description of the Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Voting Agreement, which is filed as Exhibit E hereto and incorporated by reference herein.

Item 5. Interest in Securities of the Issuer

Paragraph (a) of Item 5 is hereby amended and restated in its entirety as follows:

(a) Amount beneficially owned: 16,572,106 shares.

Percentage: 18.4% ⁽²⁾

(2)

Calculated based on the 90,182,699 shares of Common Stock of the Issuer outstanding as of April 17, 2020, as reported in the Issuer’s Form 10-Q for the quarterly period ended March 31, 2020 filed with the United States Securities and Exchange Commission on May 7, 2020.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Statement is hereby amended and supplemented by inserting the following:

The information set forth in Item 4 above is hereby incorporated by reference in response to Item 6.

Item 7. Material to be filed as exhibits.

The last paragraph of Item 7 is hereby amended and replaced with the following:

Exhibit E

Amended and Restated Voting and Support Agreement, dated as of June 24, 2020, by and between Waste Management, Inc. and Canada Pension Plan Investment Board.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	June 24, 2020
	Date

	CANADA PENSION PLAN INVESTMENT BOARD

	/s/ Patrice Walch-Watson
	Signature

	Patrice Walch-Watson
	Senior Managing Director, General Counsel & Corporate Secretary
	Name/Title

[Signature page to 13D/A re: Advanced Disposal Services, Inc.]

Schedule I

The following sets forth the name, business address, and present principal occupation and citizenship of each manager, executive officer and controlling person of the Reporting Person.

Directors of the Reporting Person

Heather Munroe-Blum

Advanced Disposal Services, Inc. SC 13D/A