Samuel Zell - 30 Nov 2021 Form 4 Insider Report for COVANTA HOLDING CORP

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
01 Dec 2021, 15:18:19 UTC
Prior SEC filing
24 Sep 2021
Next SEC filing
25 Jan 2022
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Samuel Zell

Key filing fact

Samuel Zell filed Form 4 for COVANTA HOLDING CORP on 01 Dec 2021.

Key facts

  • This page summarizes Samuel Zell's Form 4 filing for COVANTA HOLDING CORP.
  • 7 reported transactions and 1 derivative row are listed below.
  • Accepted by SEC: 01 Dec 2021, 15:18.

Change

  • Previous filing in this sequence was filed on 24 Sep 2021.
  • Current net transaction value: $0.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

CVA transaction

Common Stock, $.10 par value

Disposed to Issuer

Transaction value
Shares
-137,663
Change %
-100%
Price
Shares after
0
Date
30 Nov 2021
Ownership
Direct
Footnotes
F1
CVA transaction

Common Stock, $.10 par value

Disposed to Issuer

Transaction value
Shares
-7,734,804
Change %
-100%
Price
Shares after
0
Date
30 Nov 2021
Ownership
Refer to footnote 2
Footnotes
F1, F2
CVA transaction

Common Stock, $.10 par value

Disposed to Issuer

Transaction value
Shares
-1,487,209
Change %
-100%
Price
Shares after
0
Date
30 Nov 2021
Ownership
Refer to footnote 3
Footnotes
F1, F3
CVA transaction

Common Stock, $.10 par value

Disposed to Issuer

Transaction value
Shares
-1,699,669
Change %
-100%
Price
Shares after
0
Date
30 Nov 2021
Ownership
Refer to footnote 4
Footnotes
F1, F4
CVA transaction

Common Stock, $.10 par value

Disposed to Issuer

Transaction value
Shares
-2,027,500
Change %
-100%
Price
Shares after
0
Date
30 Nov 2021
Ownership
Refer to footnote 5
Footnotes
F1, F5
CVA transaction

Common Stock, $.10 par value

Disposed to Issuer

Transaction value
Shares
-25,418
Change %
-100%
Price
Shares after
0
Date
30 Nov 2021
Ownership
Refer to footnote 6
Footnotes
F1, F6

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

CVA transaction Derivative

Restricted Stock Units

Disposed to Issuer

Transaction value
Shares
-240,591
Change %
-100%
Price
Shares after
0
Date
30 Nov 2021
Ownership
Direct
Underlying class
Common Stock, $.10 par value
Underlying amount
240,591
Exercise price
Footnotes
F7
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Samuel Zell is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 7 footnotes

Footnote 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").

Footnote F2

Such shares are beneficially owned by SZ Investments, L.L.C. ("SZI"). SZI is indirectly owned by trusts established for the benefit of Samuel Zell and members of his family (the "Trusts"). The Trustee of the Trusts is Chai Trust Company, LLC, of which Samuel Zell is neither an officer nor a director, and thus he disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

Footnote F3

Such shares are beneficially owned by certain charitable foundations established by Samuel Zell and members of his family (the "Zell Family Foundations"). Chai Trust Company, LLC is the investment manager of each of the Zell Family Foundations. Samuel Zell disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

Footnote F4

Such shares are beneficially owned by certain Trusts and thus Samuel Zell disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

Footnote F5

Such shares are beneficially owned by EGI-Fund (05-07) Investors, L.L.C. ("05-07"), which is indirectly owned by the Trusts and thus Samuel Zell disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

Footnote F6

Such shares of Common Stock are beneficially owned by the Helen Zell Revocable Trust ("HZRT"). Samuel Zell's spouse, Helen Zell, is the trustee of HZRT. Samuel Zell disclaims beneficial ownership of such shares held by HZRT except to the extent of his pecuniary interest therein.

Footnote F7

These restricted stock units, which represented the contingent right to receive one share of Issuer's common stock, 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.

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