SEC FORM 5

SEC FORM 5 SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

CASELLA JOHN W

(Last)

(First)

(Middle)

C/O CASELLA WASTE SYSTEMS

25 GREENS HILL LANE

(Street)

RUTLAND

05701

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CASELLA WASTE SYSTEMS INC [ CWST ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CHIEF EXECUTIVE OFFICER

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2022

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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock							11,601	D
Class A Common Stock							694	I	By Spouse⁽¹⁾
Class B Common Stock							166,000	D
Class B Common Stock	12/02/2022		G	137,000⁽²⁾	D	$0	57,100⁽³⁾	I	By Spouse⁽¹⁾
Class B Common Stock	12/02/2022		G	137,000⁽²⁾	A	$0	137,000	I	by SLAT 2⁽⁴⁾
Class B Common Stock							134,000	I	By SLAT⁽⁵⁾

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)
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)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Held by Mr. Casella's spouse. Mr. Casella disclaims beneficial ownership of the securities indicated to the extent to which he does not have an actual pecuniary interest in such securities.

2. Represents a gift of shares by Mr. Casella's spouse to a Spousal Lifetime Access Trust for the benefit of Mr. Casella ("SLAT 2"). Mr. Casella is the trustee of the SLAT 2.

3. Amount shown reflects an adjustment to correct an inadvertent administrative error that omitted 100 shares of the issuer's Class B Common Stock from columns 4 and 5 of Table I in the Form 4 filed by Mr. Casella on November 15, 2022 ("Previous Form 4"). Table I, column 4 of the Previous Form 4 correctly reported Mr. Casella's disposition of 194,100 shares of Class B Common Stock to his spouse as a gift, but the corresponding acquisition of such shares by Mr. Casella's spouse was inadvertently reported as 194,000 shares of Class B Common Stock in Table I, column 4 as well as in Table I, column 5 reporting indirect beneficial ownership. In both cases, the amount should have been reported as 194,100 shares of Class B Common Stock.

4. Held by the SLAT 2 for the benefit of Mr. Casella. Mr. Casella is the trustee of the SLAT 2.

5. Held by the Spousal Lifetime Access Trust for the benefit of Mr. Casella's spouse ("SLAT").

Remarks:

	/s/ John W. Casella	01/23/2023
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

SEC Form 5: Casella John W gifted 137,000 units of Class B Common Stock and received a gift of 137,000 units of Class B Common Stock