Mark DeVita - Oct 17, 2023 Form 4 Insider Report for Heritage-Crystal Clean, Inc. (HCCI)

Role: Chief Financial Officer & EVP
Signature: /s/ Mark DeVita
Stock symbol: HCCI
Transactions as of: Oct 17, 2023
Transactions value $: -$4,905,082
Form type: 4
Date filed: 10/18/2023, 10:19 AM
Previous filing: Oct 6, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	HCCI	Common Stock	Disposed to Issuer	-$2.02M	-44.3K	-62.15%	$45.50	27K	Oct 17, 2023	Direct	F1, F2
transaction	HCCI	Common Stock	Disposed to Issuer	-$1.23M	-27K	-100%	$45.50	0	Oct 17, 2023	Direct	F2

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	HCCI	Restricted Stock Units	Disposed to Issuer	-$1.66M	-36.5K	-100%	$45.50	0	Oct 17, 2023	Common Stock	36.5K	$0.00	Direct	F1

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

Mark DeVita 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 Agreement and Plan of Merger, dated as of July 19, 2023 (the "Merger Agreement"), by and among Issuer, JFL-Tiger Acquisition Co., Inc., a Delaware corporation ("Parent"), and JFL-Tiger Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent, each share of Issuer common stock, par value $0.01 per share, and each share of Issuer common stock underlying restricted stock units, was automatically cancelled and converted into the right to receive $45.50 in cash without interest, subject to applicable withholding taxes. Pursuant to the Merger Agreement, each Issuer restricted stock award became fully vested and was automatically cancelled and converted into the right to receive $45.50 in cash without interest, subject to applicable withholding taxes.
F2	Represents shares of common stock which were not sold in the merger and have been rolled over into investment in an entity affiliated with Parent that indirectly owns 100% of Issuer.

Content

Pursuant to the Agreement and Plan of Merger, dated as of July 19, 2023 (the "Merger Agreement"), by and among Issuer, JFL-Tiger Acquisition Co., Inc., a Delaware corporation ("Parent"), and JFL-Tiger Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent, each share of Issuer common stock, par value $0.01 per share, and each share of Issuer common stock underlying restricted stock units, was automatically cancelled and converted into the right to receive $45.50 in cash without interest, subject to applicable withholding taxes. Pursuant to the Merger Agreement, each Issuer restricted stock award became fully vested and was automatically cancelled and converted into the right to receive $45.50 in cash without interest, subject to applicable withholding taxes.

Represents shares of common stock which were not sold in the merger and have been rolled over into investment in an entity affiliated with Parent that indirectly owns 100% of Issuer.