SEC Form 4
FORM 4 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
POOLE LONNIE C III
(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 ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
X Officer (give title below) Other (specify below)
VP of Corp. Development
3. Date of Earliest Transaction (Month/Day/Year)
05/09/2008
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. 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. Transaction Date (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. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 05/09/2008 S 695,865 ( 1 ) D $38 0 I By Trust ( 2 )
Common Stock 05/09/2008 S 695,864 ( 1 ) D $38 0 I By Trust ( 3 )
Common Stock 05/09/2008 S 28,536 ( 1 ) D $38 0 I By Trust ( 4 )
Common Stock 05/09/2008 S 350,000 ( 1 ) D $38 0 I By Trust ( 5 )
Common Stock 05/09/2008 S 7,830 ( 6 ) D $38 0 I By mother as UGMA custodian for children ( 7 )
Common Stock 05/09/2008 S 411,410 ( 1 ) D $38 0 I By Trust ( 8 )
Common Stock 05/09/2008 S 517,226 ( 6 ) D $38 0 D
Common Stock 05/09/2008 S 245,812 ( 1 ) D $38 0 D
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. Conversion or Exercise Price of Derivative 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 and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $11.79 05/09/2008 D 384 ( 9 ) ( 10 ) 05/04/2009 Common Stock 384 $26.21 ( 9 ) 0 D
Stock Option (Right to Buy) $15.29 05/09/2008 D 1,578 ( 9 ) ( 11 ) 05/11/2010 Common Stock 1,578 $22.71 ( 9 ) 0 D
Stock Option (Right to Buy) $23.12 05/09/2008 D 2,643 ( 9 ) ( 12 ) 04/06/2011 Common Stock 2,643 $14.88 ( 9 ) 0 D
Stock Option (Right to Buy) $30.316 05/09/2008 D 1,561 ( 9 ) ( 13 ) 03/20/2012 Common Stock 1,561 $7.684 ( 9 ) 0 D
Deferred Stock Units ( 14 ) 05/09/2008 D 688 ( 15 ) ( 16 ) 05/30/2012 Common Stcok 688 ( 9 ) 0 D
Explanation of Responses:
1. Immediately before the merger of Marlin MergeCo Inc. with and into the Issuer, the reporting person sold some of the shares to a party affiliated with the reporting person for purposes of the merger for the per share merger consideration of $38.00 in cash and exchanged the remaining shares, at a value of $38.00 per share, for shares in a parent holding company of Marlin MergoCo Inc.
2. The Reporting Person is co-trustee of the trust holding these shares.
3. The Reporting Person, as a beneficiary of the trust holding these shares, has shared investment power with the trust's other beneficiary.
4. The Reporting Person's brother, Scott J. Poole, is the trustee of these shares for which such shares are held for the benefit of the Reporting Person's children.
5. These shares are held in a grantor retained annuity trust.
6. In connection with the merger of Marlin MergeCo Inc., with and into the Issuer, shares of the Issuer's common stock were cancelled in the merger for $38.00 per share in cash.
7. These shares are held by the Reporting Person's mother as custodian for the Reporting Person's children under the Uniform Gifts to Minors Act. The Reporting Person disclaims beneficial ownership of these shares and this report shall not be an admission that the Reporting Person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.
8. The Reporting Person's brother, Scott J. Poole, is the trustee for these shares in the Tailwalker Non-GST Trust and are held for the benefit of the Reporting Person's children.
9. In connection with the merger of Marlin MergeCo Inc., the options held by the reporting person were cancelled upon the payment to the reporting person of cash in an amount equal to the per share merger consideration of $38.00 less the exercise price of the option.
10. The stock options granted to the Reporting Person in May 2004 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 three (3) years, such that the options are fully vested on May 5, 2008, based on continued employment.
11. The stock options granted to the Reporting Person in May 2005 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 three (3) years, such that the options are fully vested on May 11, 2009, based on continued employment.
12. The stock options granted to the Reporting Person in April 2006 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 three (3) years, such that the options are fully vested on April 6, 2010, based on continued employment.
13. The stock options granted to the Reporting Person in March 2007 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 three (3) years, such that the options are fully vested on March 20, 2011, based on continued employment.
14. The deferred stock units convert to shares of Waste Industries USA, Inc. common stock on a one-for-one basis on the date of vesting.
15. In connection with the merger of Marlin MergeCo Inc., the deferred stock units held by the reporting person were cancelled upon the payment to the reporting person of cash in an amount equal to the per share merger consideration of $38.00.
16. The deferred stock units vest in three equal annual installments beginning on May 30, 2010.
Lonnie C. Poole, III 05/09/2008
** Signature of Reporting Person Date
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).
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