US Ecology (ECOL) Form 4 US Ecology / Andrew Marshall ownership change

SEC Form 4

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^*

Marshall Andrew

(Last) (First) (Middle)

101 S. CAPITOL BLVD.

SUITE 1000

(Street)

BOISE ID 83702

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
US Ecology, Inc. [ ECOL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP of Reg. Compl. & Safety

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)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
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
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