0000225648-21-000150.txt : 20211201 0000225648-21-000150.hdr.sgml : 20211201 20211201162032 ACCESSION NUMBER: 0000225648-21-000150 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211130 FILED AS OF DATE: 20211201 DATE AS OF CHANGE: 20211201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Simpson Timothy CENTRAL INDEX KEY: 0001305295 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06732 FILM NUMBER: 211463231 MAIL ADDRESS: STREET 1: 40 LANE ROAD CITY: FAIRFIELD STATE: NJ ZIP: 07004 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: COVANTA HOLDING CORP CENTRAL INDEX KEY: 0000225648 STANDARD INDUSTRIAL CLASSIFICATION: COGENERATION SERVICES & SMALL POWER PRODUCERS [4991] IRS NUMBER: 956021257 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 445 SOUTH STREET CITY: MORRISTOWN STATE: NJ ZIP: 07960 BUSINESS PHONE: 862-345-5000 MAIL ADDRESS: STREET 1: 445 SOUTH STREET CITY: MORRISTOWN STATE: NJ ZIP: 07960 FORMER COMPANY: FORMER CONFORMED NAME: DANIELSON HOLDING CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: MISSION INSURANCE GROUP INC DATE OF NAME CHANGE: 19900826 FORMER COMPANY: FORMER CONFORMED NAME: MISSION EQUITIES CORP DATE OF NAME CHANGE: 19770921 4 1 wf-form4_163839361281666.xml FORM 4 X0306 4 2021-11-30 1 0000225648 COVANTA HOLDING CORP CVA 0001305295 Simpson Timothy 445 SOUTH STREET MORRISTOWN NJ 07960 0 1 0 0 EVP, Chief Admin. Officer Common Stock, $.10 par value 2021-11-30 4 D 0 149591 D 0 D Option to purchase common stock (right to buy) 7.62 2021-11-30 4 D 0 200000 12.63 D Common Stock, $.10 par value 200000.0 0 D Performance Stock Units 2021-11-30 4 D 0 81830 D Common Stock, $.10 par value 81830.0 0 D Performance Stock Units 2021-11-30 4 D 0 55141 D Common Stock, $.10 par value 55141.0 0 D Pursuant to the merger agreement between EQT Infrastructure and the Issuer, effective as of the date of the merger these shares of the Issuer's common stock were canceled and converted into the right to receive $20.25 in cash per share (the "Merger Consideration"). The stock options which provided for vesting in equal installments over three years beginning October 29, 2021, were canceled in the merger in exchange for a cash payment of $2,526,000, representing the difference between the exercise price of the option and the Merger Consideration. The stock options expire three years after vesting. Represents free cash flow per share performance stock units previously granted to the reporting person pursuant to the Issuer's equity compensation plan on March 7, 2019, March 11, 2020 and March 4, 2021. Pursuant to the merger agreement, these performance stock units were canceled and converted into the right to receive an amount in cash equal to the product of (x) the Merger Consideration and (y) the number of shares of the Issuer's common stock issuable pursuant to the performance stock units assuming performance at 142%, 200%, and 200% target levels, respectively. Represents total stockholder return performance stock units previously granted to the reporting person pursuant to the Issuer's equity compensation plan on March 7, 2019, March 11, 2020 and March 4, 2021. Pursuant to the merger agreement, these performance stock units were canceled and converted into the right to receive an amount in cash equal to the product of (x) the Merger Consideration and (y) the number of shares of the Issuer's common stock issuable pursuant to the performance stock units assuming performance at 68%, 108%, and 190% target levels, respectively. /s/ Timothy J. Simpson 2021-12-01