SEC Info - Feeler Jeffrey R - ‘4’ for 5/2/22 re: US Ecology, Inc.

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Feeler Jeffrey R

(Last)

(First)

(Middle)

101 S. CAPITOL BLVD.

SUITE 1000

(Street)

BOISE

83702

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
US Ecology, Inc. [ ECOL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
5/2/22

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	5/2/22		D ⁽¹⁾		121,927 ⁽¹⁾	D	$48	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy) ⁽²⁾	$35.05	5/2/22		D ⁽²⁾			6,266	1/3/17 ⁽²⁾	1/3/26	Common Stock	6,266	$0 ⁽²⁾	0	D
Stock Option (Right to Buy) ⁽²⁾	$49.15	5/2/22		D ⁽²⁾			11,066	1/1/18 ⁽²⁾	1/1/27	Common Stock	$11,066	$0 ⁽²⁾	0	D
Stock Option (Right to Buy) ⁽²⁾	$51	5/2/22		D ⁽²⁾			15,500	1/1/19 ⁽²⁾	1/1/28	Common Stock	15,500	$0 ⁽²⁾	0	D
Stock Option (Right to Buy) ⁽²⁾	$63.85	5/2/22		D ⁽²⁾			14,100	1/1/20 ⁽²⁾	1/1/29	Common Stock	14,100	$0 ⁽²⁾	0	D
Stock Option (Right to Buy) ⁽²⁾	$57.04	5/2/22		D ⁽²⁾			31,800	1/1/21 ⁽²⁾	1/1/30	Common Stock	31,800	$0 ⁽²⁾	0	D
Stock Option (Right to Buy) ⁽²⁾	$35.3	5/2/22		D ⁽²⁾			90,900	1/3/22 ⁽²⁾	1/3/31	Common Stock	90,900	$0 ⁽²⁾	0	D
Performance Stock Units ⁽³⁾	⁽³⁾	5/2/22		D ⁽³⁾			24,324	⁽³⁾	12/31/22	Common Stock	24,324	$0 ⁽³⁾	0	D
Performance Stock Units ⁽³⁾	⁽³⁾	5/2/22		D ⁽³⁾			28,249	⁽³⁾	12/31/24	Common Stock	28,249	$0 ⁽³⁾	0	D

Explanation of Responses:

(1) 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").

(2) 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.

(3) 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	5/3/22
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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____________ Transaction Code:
D	Disposition to the Issuer of Issuer equity securities pursuant to Rule 16b-3(e).

Feeler Jeffrey R – ‘4’ for 5/2/22 re: US Ecology, Inc.

On: Tuesday, 5/3/22, at 4:28pm ET · For: 5/2/22 · Accession #: 1437749-22-10678 · File #: 1-39120

Previous ‘4’: ‘4’ on 1/5/22 for 1/3/22 · Latest ‘4’: This Filing

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34

Filing Table of Contents

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Feeler Jeffrey R – ‘4’ for 5/2/22 re: US Ecology, Inc.

On: Tuesday, 5/3/22, at 4:28pm ET · For: 5/2/22 · Accession #: 1437749-22-10678 · File #: 1-39120

Previous ‘4’: ‘4’ on 1/5/22 for 1/3/22 · Latest ‘4’: This Filing

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34

Filing Table of Contents