Statement of Changes in Beneficial Ownership (4)
01 Diciembre 2021 - 3:21PM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Veenhof Derek |
2. Issuer Name and Ticker or Trading Symbol
COVANTA HOLDING CORP
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CVA
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive VP and COO |
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(Last)
(First)
(Middle)
445 SOUTH STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/30/2021 |
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(Street)
MORRISTOWN, NJ 07960
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock, $.10 par value | 11/30/2021 | | D | | 218012 | D | (1) | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code
(Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) | 8. Price of Derivative Security
(Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Option to purchase common stock (right to buy) | $7.62 | 11/30/2021 | | D | | | 250000 | (2) | (3) | Common Stock, $.10 par value | 250000.0 | $12.63 | 0 | D | |
| Performance Stock Units | (4) | 11/30/2021 | | D | | | 105368 | (4) | (4) | Common Stock, $.10 par value | 105368.0 | (4) | 0 | D | |
| Performance Stock Units | (5) | 11/30/2021 | | D | | | 73902 | (5) | (5) | Common Stock, $.10 par value | 73902.0 | (5) | 0 | D | |
| Explanation of Responses: |
| (1) | On the date of the merger between EQT Infrastructure and the Issuer, these shares of the Issuer's common stock were contributed to a limited partnership affiliated with EQT Infrastructure in exchange for units of the limited partnership. The Issuer shares were valued at $20.25 per share which is the cash price payable to holders of the Issuer's shares in the merger (the "Merger Consideration"). |
| (2) | 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 $3,157,500, representing the difference between the exercise price of the option and the Merger Consideration. |
| (3) | The stock options expire three years after vesting. |
| (4) | 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. |
| (5) | 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. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Veenhof Derek
445 SOUTH STREET
MORRISTOWN, NJ 07960 |
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| Executive VP and COO |
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Signatures
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| /s/ Derek Veenhof | | 12/1/2021 |
| **Signature of Reporting Person | Date |
Covanta (NYSE:CVA)
Gráfica de Acción Histórica
De Dic 2024 a Ene 2025
Covanta (NYSE:CVA)
Gráfica de Acción Histórica
De Ene 2024 a Ene 2025
