Michael W. Ranger - 30 Nov 2021 Form 4 Insider Report for COVANTA HOLDING CORP

Role
President and CEO
Signature
/s/ Michael W. Ranger
Issuer symbol
N/A
Transactions as of
30 Nov 2021
Net transactions value
-$12,630,000
Form type
4
Filing time
01 Dec 2021, 15:18:56 UTC
Previous filing
01 Oct 2021
Next filing
03 Jan 2022
SEC
View on sec.gov

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 -40,000 -100% 0 30 Nov 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 $12,630,000 -1,000,000 -100% $12.63 0 30 Nov 2021 Common Stock, $.10 par value 1,000,000 $7.62 Direct F2, F3
transaction CVA Restricted Stock Units Disposed to Issuer -57,702 -100% 0 30 Nov 2021 Common Stock, $.10 par value 57,702 Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Michael W. Ranger is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Pursuant to the merger agreement between EQT Infrastructure and the Issuer, effective as of the date of the merger these shares of the Issuer's common stock were canceled and converted into the right to receive $20.25 in cash per share (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 $12,630,000, representing the difference between the exercise price of the option and the Merger Consideration.
F3 The stock options expire three years after vesting.
F4 The restricted stock units were canceled in the merger and converted into the right to receive a cash payment equal to the product of (i) the total number of shares of the Issuer's common stock underlying the restricted stock units multiplied by (ii) the Merger Consideration.