0001437749-22-010676.txt : 20220503 0001437749-22-010676.hdr.sgml : 20220503 20220503162751 ACCESSION NUMBER: 0001437749-22-010676 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220502 FILED AS OF DATE: 20220503 DATE AS OF CHANGE: 20220503 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: 22887398 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 2022-05-02 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 2022-05-02 4 D 0 25544 48 D 0 D Stock Option (Right to Buy) 49.97 2022-05-02 4 D 0 2110 0 D 2016-03-09 2025-03-09 Common Stock 2110 0 D Stock Option (Right to Buy) 39.10 2022-05-02 4 D 0 4530 0 D 2017-03-07 2026-03-07 Common Stock 4530 0 D Stock Option (Right to Buy) 50.50 2018-01-01 4 D 0 3487 0 D 2018-05-22 2027-01-01 Common Stock 3487 0 D Stock Option (Right to Buy) 51 2022-05-02 4 D 0 4700 0 D 2019-01-01 2028-01-01 Common Stock 4700 0 D Stock Option (Right to Buy) 63.85 2022-05-02 4 D 0 4200 0 D 2020-01-01 2029-01-01 Common Stock 4200 0 D Stock Option (Right to Buy) 57.04 2022-05-02 4 D 0 6000 0 D 2021-01-01 2030-01-01 Common Stock 6000 0 D Stock Option (Right to Buy) 35.30 2022-05-02 4 D 0 18900 0 D 2022-01-03 2031-01-03 Common Stock 18900 0 D Performance Stock Units 2022-05-02 4 D 0 4561 0 D 2022-12-31 Common Stock 4561 0 D Performance Stock Units 2022-05-02 4 D 0 5618 0 D 2024-12-31 Common Stock 5618 0 D 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"). 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. 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 2022-05-03