0001437749-19-021205.txt : 20191101 0001437749-19-021205.hdr.sgml : 20191101 20191101120433 ACCESSION NUMBER: 0001437749-19-021205 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: 001-39118 FILM NUMBER: 191185954 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 Holdings, Inc. CENTRAL INDEX KEY: 0000742126 STANDARD INDUSTRIAL CLASSIFICATION: REFUSE SYSTEMS [4953] IRS NUMBER: 953889638 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: 2083318400 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, INC. DATE OF NAME CHANGE: 20100223 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN ECOLOGY CORP DATE OF NAME CHANGE: 19920703 4 1 rdgdoc.xml FORM 4 X0306 4 2019-11-01 1 0000742126 US Ecology Holdings, 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 D 0 13344 D 0 D Stock Options 50.50 2019-11-01 4 D 0 3487 0 D 2018-01-02 2027-01-01 Common Stock 3487 0 D Stock Options 39.10 2019-11-01 4 D 0 4530 0 D 2017-03-08 2026-03-07 Common Stock 4530 0 D Stock Options 49.97 2019-11-01 4 D 0 2110 0 D 2016-03-10 2025-03-09 Common Stock 2110 0 D Stock Options 51 2019-11-01 4 D 0 4700 0 D 2019-01-01 2028-01-01 Common Stock 4700 0 D Stock Options 63.85 2019-11-01 4 D 0 4200 0 D 2020-01-01 2029-01-01 Common Stock 4200 0 D Restricted Stock Units 2019-11-01 4 D 0 696 0 D Common Stock 696 0 D Performance Stock Units 2019-11-01 4 D 0 1978 0 D 2021-12-31 Common Stock 1978 0 D Performance Stock Units 2019-11-01 4 D 0 1600 0 D 2020-12-31 Common Stock 1600 0 D Disposed 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 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 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