Paul E. Stauder - Nov 30, 2021 Form 4 Insider Report for COVANTA HOLDING CORP (CVA)

Role: President, Covanta Envir. Sol.
Signature: /s/ Paul E. Stauder
Stock symbol: CVA
Transactions as of: Nov 30, 2021
Transactions value $: $0
Form type: 4
Date filed: 12/1/2021, 03:15 PM

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CVA	Common Stock, $.10 par value	Disposed to Issuer		-68.5K	-100%		0	Nov 30, 2021	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	CVA	Performance Stock Units	Disposed to Issuer		-42.2K	-100%		0	Nov 30, 2021	Common Stock, $.10 par value	42.2K		Direct	F2
transaction	CVA	Performance Stock Units	Disposed to Issuer		-28.4K	-100%		0	Nov 30, 2021	Common Stock, $.10 par value	28.4K		Direct	F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Paul E. Stauder is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	On the date of the merger between EQT Infrastructure and the Issuer, these shares of the Issuer's common stock were contributed to a limited partnership affiliated with EQT Infrastructure in exchange for units of the limited partnership. The Issuer shares were valued at $20.25 per share which is the cash price payable to holders of the Issuer's shares in the merger (the "Merger Consideration").
F2	Represents free cash flow per share performance stock units previously granted to the reporting person pursuant to the Issuer's equity compensation plan on March 7, 2019, March 11, 2020 and March 4, 2021. Pursuant to the merger agreement, these performance stock units were canceled and converted into the right to receive an amount in cash equal to the product of (x) the Merger Consideration and (y) the number of shares of the Issuer's common stock issuable pursuant to the performance stock units assuming performance at 142%, 200%, and 200% target levels, respectively.
F3	Represents total stockholder return performance stock units previously granted to the reporting person pursuant to the Issuer's equity compensation plan on March 7, 2019, March 11, 2020 and March 4, 2021. Pursuant to the merger agreement, these performance stock units were canceled and converted into the right to receive an amount in cash equal to the product of (x) the Merger Consideration and (y) the number of shares of the Issuer's common stock issuable pursuant to the performance stock units assuming performance at 68%, 108%, and 190% target levels, respectively.