SEC FORM 4

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
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^*

Struve Clayton A

(Last)

(First)

(Middle)

175 W JACKSON BLVD

SUITE 440

(Street)

CHICAGO

60604

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Meridian Waste Solutions, Inc. [ MRDN ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/07/2017

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.025 per share	07/27/2017		P⁽¹⁾		20,389	A	$0	1,141,161	D
Common Stock, par value $0.025 per share	09/07/2017		P⁽²⁾		353,766⁽³⁾	A	⁽²⁾	1,494,927	D
Common Stock, par value $0.025 per share	10/17/2017	01/10/2018⁽⁴⁾	P⁽⁴⁾		220,000⁽³⁾	A	⁽⁴⁾	1,714,927	D
Common Stock, par value $0.025 per share	11/17/2017	01/10/2018⁽⁴⁾	P⁽⁴⁾		80,000⁽³⁾	A	⁽⁴⁾	1,794,927	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)
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)	Code	V	(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)
Series D Preferred Stock, par value $0.001 per share	$1	09/07/2017		P		97,850		09/07/2017	⁽²⁾	Common Stock	978,500	⁽²⁾	181,598⁽³⁾	D
Warrants to Purchase Common Stock	$1.44	09/07/2017		P		1,467,750		03/08/2018	09/07/2022	Common Stock	1,467,750	⁽²⁾	181,598⁽³⁾	D
Series E Preferred Stock, par value $0.001 per share	$1	10/17/2017		P		110,000		09/07/2017	⁽⁴⁾	Common Stock	1,100,000	⁽⁴⁾	181,598⁽³⁾⁽⁵⁾	D
Warrants to Purchase Common Stock	$1.2	10/17/2017		P		1,650,000		04/18/2018	10/17/2022	Common Stock	1,650,000	⁽⁴⁾	181,598⁽³⁾⁽⁵⁾	D
Series E Preferred Stock, par value $0.001 per share	$1	11/17/2017		P		40,000		01/10/2018	⁽⁴⁾	Common Stock	400,000	⁽⁴⁾	181,598⁽³⁾⁽⁵⁾	D
Warrants to Purchase Common Stock	$1.2	11/17/2017		P		600,000		05/18/2018	11/17/2022	Common Stock	600,000	⁽⁴⁾	181,598⁽³⁾⁽⁵⁾	D

Explanation of Responses:

1. 1. As of July 27, 2017, 20,389 shares of were issued as dividends for the shares of Series C Preferred Stock owned by the Reporting Person, earned prior to the date of the automatic conversion of all shares of Series C Preferred Stock.

2. As of September 7, 2017, in connection with the Issuer's private placement offering, the Reporting Person purchased an aggregate of 97,850 Units at a price of $10.00 per Unit, with each Unit consisting of one share of the Company's Series D Preferred Stock, three shares of the Issuer's Common Stock and 15 Warrants to purchase the Issuer's Common Stock with an exercise price of $1.44 per share exercisable beginning 6 months after the date of issuance and within 5 years from the date of issuance. Each share of Series D Preferred Stock has a stated value of $10.00 and can be converted into shares of the Issuer's Common Stock at the price of $1.00 per share of Common Stock. Additional shares of Common Stock were issued at closing as dividends for the first year, issued in advance, at the rate of 8% per annum, based on a share price of $1.30. There is no expiration date for conversion of the Series D Preferred Stock.

3. . Does not include 978,500 shares of common stock into which such stockholder's shares of Series D Preferred are convertible, because such conversion is restricted pursuant to the terms of the Series D Preferred designations, which prohibit conversions that would result in the holder owning greater than 4.99% of the Company's issued and outstanding common stock, unless waived upon 60 days' notice, but shall in no event exceed 19.99%, of the Company's issued and outstanding common stock. Does not include 1,467,500 shares of common stock issuable upon such stockholder's exercise of warrants, because such issuance is restricted pursuant to the terms such warrants, which prohibit conversions that would result in the holder owning greater than 4.99% of the Company's issued and outstanding common stock, unless waived upon 60 days' notice, but shall in no event exceed 19.99%, of the Company's issued and outstanding common stock. Such warrants are exercisable beginning March 8, 2018.

4. Between October 17, 2017 and November 17, 2017, in connection with the Company's private placement offering, the Reporting Person purchased an aggregate of 150,000 Units at a price of $10.00 per Unit, each Unit consisting of one share of the Company's Series E Convertible Preferred Stock and 15 Warrants to purchase the Company's Common Stock with an exercise price of $1.20 per share exercisable beginning 6 months after the date of issuance and within 5 years from the date of issuance. Additional shares of Common Stock were issued on January 10, 2018, upon effectiveness of approval of the Company's shareholders, as dividends for the first year, issued in advance, at the rate of 20% per annum, based on a share price of $1.00. There is no expiration date for conversion of the Series E Preferred Stock.

5. Does not include 1,500,000 shares of common stock into which such stockholder's shares of Series E Preferred are convertible, because the Series E Preferred prohibits conversions that would result in the holder owning greater than 4.99% of the Company's issued and outstanding common stock, unless waived upon 60 days' notice, but shall in no event exceed 19.99%, of the Company's issued and outstanding common stock. Does not include 2,250,000 shares of common stock issuable upon such stockholder's exercise of warrants, because such warrants prohibit exercises that would result in the holder owning greater than 4.99% of the Company's issued and outstanding common stock, unless waived upon 60 days' notice, but shall in no event exceed 19.99%, of the Company's issued and outstanding common stock. 1,650,000 of such warrants are exercisable beginning April 18, 2018; 600,000 of such warrants are exercisable beginning May 18, 2018.

	clayton a struve	04/09/2018
	** 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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