0001437749-19-021249.txt : 20191101
0001437749-19-021249.hdr.sgml : 20191101
20191101130342
ACCESSION NUMBER: 0001437749-19-021249
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20191101
FILED AS OF DATE: 20191101
DATE AS OF CHANGE: 20191101
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Marshall Andrew
CENTRAL INDEX KEY: 0001707338
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39120
FILM NUMBER: 191186237
MAIL ADDRESS:
STREET 1: US ECOLOGY, INC.
STREET 2: 251 E. FRONT ST., SUITE 400
CITY: BOISE
STATE: ID
ZIP: 83702
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: US Ecology, Inc.
CENTRAL INDEX KEY: 0001783400
STANDARD INDUSTRIAL CLASSIFICATION: REFUSE SYSTEMS [4953]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 101 S. CAPITOL BLVD.
STREET 2: SUITE 1000
CITY: BOISE
STATE: ID
ZIP: 83702
BUSINESS PHONE: (208) 331-8400
MAIL ADDRESS:
STREET 1: 101 S. CAPITOL BLVD.
STREET 2: SUITE 1000
CITY: BOISE
STATE: ID
ZIP: 83702
FORMER COMPANY:
FORMER CONFORMED NAME: US Ecology Parent, Inc.
DATE OF NAME CHANGE: 20190723
4
1
rdgdoc.xml
FORM 4
X0306
4
2019-11-01
0001783400
US Ecology, Inc.
ECOL
0001707338
Marshall Andrew
101 S. CAPITOL BLVD.
SUITE 1000
BOISE
ID
83702
1
EVP of Reg. Compl. & Safety
Common Stock
2019-11-01
4
A
0
13344
A
13344
D
Stock Options
50.50
2019-11-01
4
A
0
3487
0
A
2018-01-02
2027-01-01
Common Stock
3487
3487
D
Stock Options
39.10
2019-11-01
4
A
0
4530
0
A
2017-03-08
2026-03-07
Common Stock
4530
4530
D
Stock Options
49.97
2019-11-01
4
A
0
2110
0
A
2016-03-10
2025-03-09
Common Stock
2110
2110
D
Stock Options
51
2019-11-01
4
A
0
4700
0
A
2019-01-01
2028-01-01
Common Stock
4700
4700
D
Stock Options
63.85
2019-11-01
4
A
0
4200
0
A
2020-01-01
2029-01-01
Common Stock
4200
4200
D
Restricted Stock Units
2019-11-01
4
A
0
696
0
A
Common Stock
696
696
D
Performance Stock Units
2019-11-01
4
A
0
1978
0
A
2021-12-31
Common Stock
1978
1978
D
Performance Stock Units
2019-11-01
4
A
0
1600
0
A
2020-12-31
Common Stock
1600
1600
D
Acquired 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.
All outstanding derivative securities of Parent, which include Options, Restricted Stock Units ("RSUs") and Performance Stock Units ("PSUs"), were assumed by Holdco pursuant to the Merger Agreement and were converted into an equivalent number of Options, RSUs and PSUs, respectively, of Holdco at an equivalent exercise price and under the same terms and conditions as the original award.
These Options are fully vested and exercisable.
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.
Each RSU represents a right to receive one share of Parent common stock.
RSUs vest ratably on the anniversary dated 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 RSUs that have vested.
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.
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.
/s/ Wayne Ipsen, power of attorney
2019-11-01