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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* CASELLA JOHN W (Last) (First) (Middle) C/O CASELLA WASTE SYSTEMS 25 GREENS HILL LANE (Street) RUTLAND VT 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. Date of Earliest Transaction (Month/Day/Year) 02/27/2024
	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
Class A Common Stock	02/27/2024		A		40,803(1)	A	$0	52,102	D
Class A Common Stock	02/28/2024		S(2)		20,300	D	$90.27(3)	31,802	D
Class A Common Stock								694	I	By Spouse(4)
Class B Common Stock								166,000	D
Class B Common Stock								137,000	I	by SLAT 2(5)
Class B Common Stock								134,000	I	By SLAT(6)
Class B Common Stock								57,100	I	By Spouse(4)

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

Explanation of Responses:

1. Represents shares of Class A Common Stock acquired by the reporting person upon the vesting of performance-based stock units (PSUs) granted to the reporting person on March 12, 2021, as a result of the level of achievement by the issuer of certain performance objectives during the period running from January 1, 2023 through December 31, 2023, and a multiplier based on relative total shareholder return for the period running from January 1, 2021 to December 31, 2023, as certified by the issuer's compensation and human capital committee on February 27, 2024.

2. Represents the sale of shares of Class A Common Stock pursuant to a "sell-to-cover" transaction in order to satisfy tax withholding obligations in connection with the vesting of PSUs previously granted to the reporting person on March 12, 2021. This sale was effected pursuant to an automatic sell-to-cover instruction adopted by the reporting person on August 23, 2021 and does not represent a discretionary sale by the reporting person.

3. Represents the weighted average sales price for shares sold in multiple transactions, ranging from $90.09 to $90.88. Upon request of the staff of the Securities and Exchange Commission, the issuer or a security holder of the issuer, the reporting person will provide full information regarding the number of shares sold at each separate price.

4. 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.

5. Held by the Spousal Lifetime Access Trust for the benefit of Mr. Casella ("SLAT 2"). Mr. Casella is the trustee of the SLAT 2.

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

Remarks:

	/s/ John W. Casella	02/29/2024
	** 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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