<SEC-DOCUMENT>0001560637-18-000003.txt : 20180412
<SEC-HEADER>0001560637-18-000003.hdr.sgml : 20180412
<ACCEPTANCE-DATETIME>20180412172529
ACCESSION NUMBER:		0001560637-18-000003
CONFORMED SUBMISSION TYPE:	SC 13G/A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20180412
DATE AS OF CHANGE:		20180412

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Meridian Waste Solutions, Inc.
		CENTRAL INDEX KEY:			0000949721
		STANDARD INDUSTRIAL CLASSIFICATION:	SANITARY SERVICES [4950]
		IRS NUMBER:				133832215
		STATE OF INCORPORATION:			NY
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13G/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-48185
		FILM NUMBER:		18752759

	BUSINESS ADDRESS:	
		STREET 1:		12540 BROADWELL ROAD
		STREET 2:		SUITE 2104
		CITY:			MILTON
		STATE:			GA
		ZIP:			30004
		BUSINESS PHONE:		678-580-5661

	MAIL ADDRESS:	
		STREET 1:		12540 BROADWELL ROAD
		STREET 2:		SUITE 2104
		CITY:			MILTON
		STATE:			GA
		ZIP:			30004

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	Brooklyn Cheesecake & Desert Com
		DATE OF NAME CHANGE:	20050222

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CREATIVE BAKERIES INC
		DATE OF NAME CHANGE:	19970812

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	WILLIAM GREENBERG JR DESSERTS & CAFES INC
		DATE OF NAME CHANGE:	19950918

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Struve Clayton A
		CENTRAL INDEX KEY:			0001560637

	FILING VALUES:
		FORM TYPE:		SC 13G/A

	MAIL ADDRESS:	
		STREET 1:		175 W JACKSON BLVD
		STREET 2:		SUITE 440
		CITY:			CHICAGO
		STATE:			IL
		ZIP:			60604
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13G/A
<SEQUENCE>1
<FILENAME>sc13gamrdncas.txt
<TEXT>


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

SCHEDULE 13G/A

UNDER THE SECURITIES EXCHANGE ACT OF 1934

MERIDIAN WASTE SOLUTIONS, INC.

(Name of Issuer)

Common Stock, par value $0.025

(Title of Class of Securities)

58985L
(CUSIP Number)

September 7, 2017

(Date of Event Which Requires Filing of This Statement)

Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
   Rule 13d-1(b)
 X Rule 13d-1(c)
   Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
 to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (Act) or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act
(however, see the Notes).


1. NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Clayton Struve

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

(a)
(b)

3. SEC USE ONLY


4. CITIZENSHIP OR PLACE OF ORGANIZATION

U.S.

5. SOLE VOTING POWER, NUMBER OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON -

1,613,329

6. SHARED VOTING POWER -

0

7. SOLE DISPOSITIVE POWER -

1,794,927(1)

8. SHARED DISPOSITIVE POWER -

0

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON -

1,794,927(1)

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES


11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

10.60%(1)(2)


12. TYPE OF REPORTING PERSON

IND

(1)
This amount includes a warrant (the "Warrant") to purchase up to 181,598
shares of the Issuer?s common stock at a price of $5.16 per share. The Warrant
was purchased from underwriters in the public offering of the Issuer's common
stock pursuant to the Registration Statement on Form S-1 filed with the
Securities and Exchange Commission on September 9, 2016, as amended, and as
declared effective on January 24, 2017 (the "Offering"). 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. Does
not include 1,500,000 shares of common stock into which such stockholder's
shares of Series E Preferred are convertible, because such conversion is
restricted pursuant to the terms of the Series E 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 2,250,000
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. 1,650,000 of such
warrants are exercisable beginning April 18, 2018; 600,000 of such warrants
are exercisable beginning May 18, 2018.


(2)
Based on 16,755,479 shares of common stock outstanding as of February 9, 2018.


1


ITEM 1 (a) NAME OF ISSUER:

Meridian Waste Solutions, Inc.

ITEM 1 (b) ADDRESS OF ISSUER?S PRINCIPAL EXECUTIVE OFFICES:

One Glenlake Parkway NE Suite 900, Atlanta, GA 30328

ITEM 2 (a) NAME OF PERSON FILING:

Clayton Struve

ITEM 2 (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

175 W Jackson Blvd, Suite 440, Chicago, IL 60604

ITEM 2 (c) CITIZENSHIP:

See Page 2, Item 4

ITEM 2 (d) TITLE OF CLASS OF SECURITIES:

Common Stock, par value $0.025

ITEM 2 (e) CUSIP NUMBER:

See Page 1

ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B) OR 13D-2(B)
OR (C), CHECK
WHETHER THE PERSON FILING IS A:


(a)
Broker or dealer registered under Section 15 of the Exchange Act.

(b)
Bank as defined in Section 3(a)(6) of the Exchange Act.

(c)
Insurance Company defined in Section 3(a)(19) of the Exchange Act.

(d)
Investment Company registered under Section 8 of the Investment Company Act.

(e)
An Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E)

(f)
An employee benefit plan or endowment fund in accordance with
 Rule 13d-1(b)(ii)(F)

(g)
A parent holding company or control person in accordance Rule 13d-1(b)(1)(ii)(G)

(h)
A savings association as defined in Section 3(b) of the Federal Deposit
 Insurance Act.

(i)
A church plan that is excluded from the definition of an investment company
under Section 3(c)(14) of the Investment Company Act;

(j)
Group, in accordance with Rule 13d-1(b)(1)(ii)(J)


ITEM 4 OWNERSHIP


(a)
AMOUNT BENEFICIALLY OWNED:

See Page 2, Item 9


(b)
PERCENT OF CLASS:

See Page 2, Item 11


(c)
NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:


(i)
SOLE POWER TO VOTE OR DIRECT THE VOTE

See Page 2, Item 5


(ii)
SHARED POWER TO VOTE OR DIRECT THE VOTE

See Page 2, Item 6


(iii)
SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF

See Page 2, Item 7


(iv)
SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF

See Page 2, Item 8

ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF A GROUP

ITEM 9 NOTICE OF DISSOLUTION OF GROUP

ITEM 10. CERTIFICATION.

By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired in the ordinary course of business
and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purposes or effect.


SIGNATURE

       After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.


February [?], 2018

(Date)


/s/ [?]


4


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>