Matthew Mulcahy - Nov 30, 2021 Form 4 Insider Report for COVANTA HOLDING CORP (CVA)

Role: EVP & Head of Corp Development
Signature: /s/ Matthew Mulcahy
Stock symbol: CVA
Transactions as of: Nov 30, 2021
Transactions value $: -$2,210,250
Form type: 4
Date filed: 12/1/2021, 03:18 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		-124K	-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	Option to purchase common stock (right to buy)	Disposed to Issuer	-$2.21M	-175K	-100%	$12.63	0	Nov 30, 2021	Common Stock, $.10 par value	175K	$7.62	Direct	F2, F3
transaction	CVA	Performance Stock Units	Disposed to Issuer		-55K	-100%		0	Nov 30, 2021	Common Stock, $.10 par value	55K		Direct	F4
transaction	CVA	Performance Stock Units	Disposed to Issuer		-37.1K	-100%		0	Nov 30, 2021	Common Stock, $.10 par value	37.1K		Direct	F5

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

Matthew Mulcahy 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	The stock options which provided for vesting in equal installments over three years beginning October 29, 2021, were canceled in the merger in exchange for a cash payment of $2,210,250, representing the difference between the exercise price of the option and the Merger Consideration.
F3	The stock options expire three years after vesting.
F4	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.
F5	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.