Steven D. Welling - May 2, 2022 Form 4 Insider Report for US Ecology, Inc. (ECOL)

Signature
/s/ Wayne Ipsen, by Power of Attorney
Stock symbol
ECOL
Transactions as of
May 2, 2022
Transactions value $
-$2,281,584
Form type
4
Date filed
5/3/2022, 04:27 PM
Previous filing
Jan 26, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ECOL Common Stock Disposed to Issuer -$2.28M -47.5K -100% $48.00 0 May 2, 2022 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 ECOL Stock Option (Right to Buy) Disposed to Issuer $0 -9.3K -100% $0.00* 0 May 2, 2022 Common Stock 9.3K $49.97 Direct F2
transaction ECOL Stock Option (Right to Buy) Disposed to Issuer $0 -2.3K -100% $0.00* 0 May 2, 2022 Common Stock 2.3K $35.05 Direct F2
transaction ECOL Stock Option (Right to Buy) Disposed to Issuer $0 -6K -100% $0.00* 0 May 2, 2022 Common Stock 6K $49.15 Direct F2
transaction ECOL Stock Option (Right to Buy) Disposed to Issuer $0 -6.9K -100% $0.00* 0 May 2, 2022 Common Stock 6.9K $51.00 Direct F2
transaction ECOL Stock Option (Right to Buy) Disposed to Issuer $0 -6.1K -100% $0.00* 0 May 2, 2022 Common Stock 6.1K $63.85 Direct F2
transaction ECOL Stock Option (Right to Buy) Disposed to Issuer $0 -9.9K -100% $0.00* 0 May 2, 2022 Common Stock 9.9K $57.04 Direct F2
transaction ECOL Stock Option (Right to Buy) Disposed to Issuer $0 -31.6K -100% $0.00* 0 May 2, 2022 Common Stock 31.6K $35.30 Direct F2
transaction ECOL Performance Stock Units Disposed to Issuer $0 -7.6K -100% $0.00* 0 May 2, 2022 Common Stock 7.6K Direct F3
transaction ECOL Performance Stock Units Disposed to Issuer $0 -9.32K -100% $0.00* 0 May 2, 2022 Common Stock 9.32K Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), entered into on February 8, 2022, by and among the Issuer, Republic Services, Inc. ("Parent") and Bronco Acquisition Corp. (filed as Exhibit 2.1 to the Form 8-K filed with the Securities and Exchange Commission on February 10, 2022). At the effective time of the merger, each Issuer share of common stock issued and outstanding immediately prior to the effective time of the merger was converted into the right to receive $48.00 per share in cash without interest ("Merger Consideration").
F2 Pursuant to the Merger Agreement, at the effective time of the merger, each outstanding stock option of the Issuer became fully vested and was cancelled and entitled the holder of such option to receive in exchange therefor an amount in cash equal to (a) the number of shares of Issuer common stock subject to the option multiplied by (b) the excess of the Merger Consideration over the per-share exercise price of such option.
F3 Pursuant to the Merger Agreement, at the effective time of the merger, each performance stock unit ("PSU") became fully vested and was cancelled and entitled the holder of such PSU to receive in exchange therefor an amount in cash equal to (a) the number of shares of Issuer Common Stock equal to the greater of (i) the target number of shares of Issuer Common Stock with respect to such PSU as defined and set forth in the applicable award agreement and (ii) the number of shares of Issuer Common Stock determined based upon the actual level of achievement through the latest practicable date prior to the effective time of the merger multiplied by (b) the Merger Consideration.