| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol US Ecology, Inc. [ ECOL ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 05/02/2022 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 05/02/2022 | D(1) | 25,544(1) | D | $48 | 0 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 | ||||||||
| Stock Option (Right to Buy)(2) | $49.97 | 05/02/2022 | D(2) | 2,110 | 03/09/2016(2) | 03/09/2025 | Common Stock | 2,110 | $0(2) | 0 | D | ||||
| Stock Option (Right to Buy)(2) | $39.1 | 05/02/2022 | D(2) | 4,530 | 03/07/2017(2) | 03/07/2026 | Common Stock | 4,530 | $0(2) | 0 | D | ||||
| Stock Option (Right to Buy)(2) | $50.5 | 01/01/2018 | D(2) | 3,487 | 05/22/2018(2) | 01/01/2027 | Common Stock | 3,487 | $0(2) | 0 | D | ||||
| Stock Option (Right to Buy)(2) | $51 | 05/02/2022 | D(2) | 4,700 | 01/01/2019(2) | 01/01/2028 | Common Stock | 4,700 | $0(2) | 0 | D | ||||
| Stock Option (Right to Buy)(2) | $63.85 | 05/02/2022 | D(2) | 4,200 | 01/01/2020(2) | 01/01/2029 | Common Stock | 4,200 | $0(2) | 0 | D | ||||
| Stock Option (Right to Buy)(2) | $57.04 | 05/02/2022 | D(2) | 6,000 | 01/01/2021(2) | 01/01/2030 | Common Stock | 6,000 | $0(2) | 0 | D | ||||
| Stock Option (Right to Buy)(2) | $35.3 | 05/02/2022 | D(2) | 18,900 | 01/03/2022(2) | 01/03/2031 | Common Stock | 18,900 | $0(2) | 0 | D | ||||
| Performance Stock Units(3) | (3) | 05/02/2022 | D(3) | 4,561 | (3) | 12/31/2022 | Common Stock | 4,561 | $0(3) | 0 | D | ||||
| Performance Stock Units(3) | (3) | 05/02/2022 | D(3) | 5,618 | (3) | 12/31/2024 | Common Stock | 5,618 | $0(3) | 0 | D | ||||
| Explanation of Responses: |
| 1. 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"). |
| 2. 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. |
| 3. 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. |
| /s/ Wayne Ipsen, by Power of Attorney | 05/03/2022 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
