| 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 Holdings, 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) 11/01/2019 | ||||||||||||||||||||||||||
| 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 | 11/01/2019 | D | 42,242 | D | (1) | 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 Options | $49.97(2) | 11/01/2019 | D | 8,500(2) | 03/10/2016(3) | 03/09/2025 | Common Stock | 8,500 | $0(2) | 0 | D | ||||
| Stock Options | $35.05(2) | 11/01/2019 | D | 2,300(2) | 01/04/2017(3) | 01/03/2026 | Common Stock | 2,300 | $0(2) | 0 | D | ||||
| Stock Options | $49.15(2) | 11/01/2019 | D | 6,000(2) | 01/02/2018(4) | 01/01/2027 | Common Stock | 6,000 | $0(2) | 0 | D | ||||
| Stock Options | $51(2) | 11/01/2019 | D | 6,900(2) | 01/01/2019(4) | 01/01/2028 | Common Stock | 6,900 | $0(2) | 0 | D | ||||
| Stock Options | $63.85(2) | 11/01/2019 | D | 6,100(2) | 01/01/2020(4) | 01/01/2029 | Common Stock | 6,100 | $0(2) | 0 | D | ||||
| Performance Stock Units | $0(2)(5) | 11/01/2019 | D | 2,000(2) | (5) | 12/31/2019(5) | Common Stock | 2,000 | $0(2) | 0 | D | ||||
| Performance Stock Units | $0(2)(5) | 11/01/2019 | D | 2,400(2) | (5) | 12/31/2020(5) | Common Stock | 2,400 | $0(2) | 0 | D | ||||
| Performance Stock Units | $0(2)(6) | 11/01/2019 | D | 2,847(2) | (6) | 12/31/2021(6) | Common Stock | 2,847 | $0(2) | 0 | D | ||||
| Explanation of Responses: |
| 1. Disposed pursuant to that certain Agreement and Plan of Merger, dated as of June 23, 2019 ("Merger Agreement"), by and among US Ecology Holdings, Inc. (f/k/a US Ecology, Inc.) ("Parent"), NRC Group Holdings Corp., US Ecology, Inc. (f/k/a US Ecology Parent, Inc.) ("Holdco"), ECOL Merger Sub, Inc. ("ECOL Merger Sub") and Rooster Merger Sub, Inc., in a merger transaction in which ECOL Merger Sub merged with and into Parent, and each issued and outstanding share of Parent's common stock was converted into the right to receive, and became exchangeable for, one share of common stock, par value $0.01 of Holdco. |
| 2. All outstanding derivative securities of Parent, which include Options and Performance Stock Units ("PSUs"), were assumed by Holdco pursuant to the Merger Agreement and were converted into an equivalent number of Options and PSUs, respectively, of Holdco at an equivalent exercise price and under the same terms and conditions as the original award. |
| 3. These Options are fully vested and exercisable. |
| 4. Options vest ratably on the anniversary of the date of original issuance for a period of three years. Upon vesting, the reporting person will receive a number of shares of common stock equal to the number of Options that have vested. |
| 5. Each PSU represents a contingent right to receive one share of Parent common stock. The number of shares reported represents the target number of shares underlying the PSUs. The actual number of shares to be delivered in settlement of the PSUs earned during the performance period will be based on Parent's total shareholder return over the three year vesting period relative to the S&P 600 (weighted at 50%) and a peer group of certain companies in the environmental and facilities services industry (weighted at 50%) and could equal 200% of the target number of shares underlying the PSUs. If earned, PSUs will vest ratably on the anniversary of the date of original issuance for a period of three years. The PSUs will settle as soon as practicable after the expiration date. |
| 6. Each PSU represents a contingent right to receive one share of Parent common stock. The number of shares reported represents the target number of shares underlying the PSUs. The actual number of shares to be delivered in settlement of the PSUs earned during the performance period will be based on achievement of established targets with respect to the Parent's Adjusted Earnings Per Share and Return on Invested Capital, each weighted at 50% of the target PSUs. After the payout under the PSUs is determined, the number of shares to be provided is subject to modification based on the percentage change in the price of the Parent's common stock from January 1, 2019 to December 31, 2021, relative to the percentage change in the price of the common stock of certain peer group companies. If earned, PSUs will vest ratably on the anniversary of the date of original issuance for a period of three years. The PSUs will settle as soon as practicable after the expiration date. |
| /s/ Wayne Ipsen, power of attorney | 11/01/2019 | |
| ** 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. | ||
