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

Role
EVP, Chief Admin. Officer
Signature
/s/ Timothy J. Simpson
Stock symbol
CVA
Transactions as of
Nov 30, 2021
Transactions value $
-$2,526,000
Form type
4
Date filed
12/1/2021, 03:20 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 -150K -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 -$2.53M -200K -100% $12.63 0 Nov 30, 2021 Common Stock, $.10 par value 200K $7.62 Direct F2, F3
transaction CVA Performance Stock Units Disposed to Issuer -81.8K -100% 0 Nov 30, 2021 Common Stock, $.10 par value 81.8K Direct F4
transaction CVA Performance Stock Units Disposed to Issuer -55.1K -100% 0 Nov 30, 2021 Common Stock, $.10 par value 55.1K Direct F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Timothy Simpson 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 $2,526,000, representing the difference between the exercise price of the option and the Merger Consideration.
F3 The stock options expire three years after vesting.
F4 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.