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