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