Eric L. Gerratt - May 2, 2022 Form 4 Insider Report for US Ecology, Inc. (ECOL)

Role: EVP and CFO
Signature: /s/ Wayne Ipsen, by Power of Attorney
Stock symbol: ECOL
Transactions as of: May 2, 2022
Transactions value $: -$2,186,256
Form type: 4
Date filed: 5/3/2022, 04:28 PM
Previous filing: Jan 5, 2022
Next filing: Jan 24, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ECOL	Common Stock	Disposed to Issuer	-$2.19M	-45.5K	-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	-8.5K	-100%	$0.00^*	0	May 2, 2022	Common Stock	8.5K	$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.