SEC Form 4

FORM 4

[ ] Check this box if no longer
subject to Section 16. Form 4 or Form
5 obligations may continue.
See Instruction 1(b).

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, Section 17(a) of the Public Utility
Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* ~~Poole~~Habets, ~~Scott~~Harry JM. (Last) (First) (Middle) 3301 Benson Drive Suite 600 (Street) Raleigh, NC 27609 (City) (State) (Zip) 2. Issuer Name and Ticker or Trading Symbol Waste Industries USA, Inc.WWIN 3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary) 4. Statement for (Month/Day/Year 0111/2127/~~2003~~2002 5. If Amendment, Date of Original (Month/Day/Year) 12/02/2002 6. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner X Officer (give title below) Other (specify below) Description Vice President of Operations 7. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security (Instr. 3)

2.TransactionDate(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. Owner- ship Form: Direct (D) or Indirect (I) (Instr. 4)

7. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

Amount

A/D

Price

Common Stock

0111/1727/032002

~~1,700~~200

$7.9520

7,200

Common Stock

0111/1727/032002

~~5,000~~100

$7.~~9612~~14

Common Stock

11/27/2002

100

$7.12

~~875,314~~

Common Stock

11/27/2002

700

$7.11

~~784,258~~

~~By Trust (1)~~

Common Stock

11/29/2002

500

$7.71

~~1,041,760~~

~~By Trust (2)~~

Common Stock

11/29/2002

400

$7.65

Common Stock

11/29/2002

1,500

$7.50

Common Stock

11/29/2002

1,600

$7.49

Common Stock

11/29/2002

800

$7.556

Common Stock

8,000

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conver- sion or Exercise Price of Deri- vative 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(DE) and Expiration Date(ED) (Month/Day/Year)

7. Title and Amount of Underlying Securities (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. Owner-shipForm ofDeriv-ativeSecurities:Direct (D)orIndirect (I)(Instr.4)

11. Nature of Indirect Beneficial Ownership (Instr.4)

Code

Title

Amount or Number of Shares

Stock Option (Right to Buy)

(31)

04/0108/0307

Common Stock

~~782~~15,000

~~(1)~~ Explanation ~~The Reporting Person is co-trustee~~ of ~~the~~Responses: trust holding these shares.(2) The Reporting Person, as a beneficiary of the trust holding these shares, has shared investment power with the trust's other beneficiary.(3) The stock options granted to the Reporting Person in April 1998 under the Issuer's 1997 Stock Plan become exercisable 25% at the end of the first year from the date of grant and 6.25% per quarter thereafter for a term of five (5) years, based on continued employment.

By:	Date:
/s/ Scott J. Poole	01/21/03
** Signature of Reporting Person	SEC 1474 (9-02)
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. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

(1) The stock options granted to the Reporting Person on April 8, 2002 under the Issuer's 1997 Stock Plan became exercisable 25% on the first anniversary of the date of the grant and 6.25% per quarter thereafter, based upon continued employment, for the remaining term of four (4) years, such that the options will be fully vested on April 8, 2006.

By:	Date:
/s/ Harry M. Habets	04/09/2003

** Signature of Reporting Person	SEC 1474 (9-02)
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. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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