Clark Daniel J 4
4 · WCA WASTE CORP · Filed Mar 27, 2012
Insider Transaction Report
Form 4
WCA WASTE CORPWCAA
Clark Daniel J
10% Owner
Transactions
- Disposition to Issuer
Common Stock
2012-03-23$6.50/sh−777,778$5,055,557→ 0 total(indirect: By LLC) - Disposition to Issuer
Common Stock
2012-03-23$6.50/sh−669,977$4,354,851→ 0 total
Footnotes (3)
- [F1]Disposed of pursuant to Agreement and Plan of Merger dated December 21, 2011 (the "Merger Agreement"), among the issuer, Cod Intermediate, LLC and Cod Merger Company, Inc., for merger consideration of $6.50 per share.
- [F2]These shares represent earn-out rights delivered to Live Earth Funding, LLC pursuant to the Equity Interest and Asset Purchase Agreement, dated December 9, 2009, among WCA Waste Corporation, WCA of Massachusetts, LLC, WCA of Ohio, LLC, Live Earth LLC, Champion City Recovery, LLC, Boxer Realty Redevelopment, LLC, Sunny Farms Landfill, LLC and New Amsterdam & Seneca Railroad Company, LLC in satisfaction of outstanding indebtedness of $6.8 million owed to Live Earth Funding, LLC by Live Earth LLC as of September 30, 2009. The reporting person will become entitled to receive the earn-out shares if, on or before December 31, 2012, the business operated using the acquired subsidiaries of Live Earth LLC and certain transferred assets achieves $6.25 million EBITDA for any four consecutive fiscal quarters. The reporting person's indirect right to receive additional shares pursuant to this earn-out right became fixed and irrevocable on December 31, 2009. Pursuant to the Merger Agreement, these shares were converted into the right to receive an amount in cash equal to $6.50 per share in the event the conditions set forth above are met.
- [F3]The reporting person holds a 50% membership interest in Live Earth Funding, LLC.