Sec Form 4 Filing - Simpson Timothy @ COVANTA HOLDING CORP - 2021-11-30

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Simpson Timothy 2. Issuer Name and Ticker or Trading Symbol COVANTA HOLDING CORP [ CVA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP, Chief Admin. Officer (Last) (First) (Middle) 445 SOUTH STREET 3. Date of Earliest Transaction (MM/DD/YY) 11/30/2021 (Street) MORRISTOWN, NJ07960 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock, $.10 par value 11/30/2021 D 149,591 D 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Option to purchase common stock (right to buy) $ 7.62 11/30/2021 D 200,000 ( 2 ) ( 3 ) Common Stock, $.10 par value 200,000 $ 12.63 0 D Performance Stock Units ( 4 ) 11/30/2021 D 81,830 ( 4 ) ( 4 ) Common Stock, $.10 par value 81,830 ( 4 ) 0 D Performance Stock Units ( 5 ) 11/30/2021 D 55,141 ( 5 ) ( 5 ) Common Stock, $.10 par value 55,141 ( 5 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Simpson Timothy 445 SOUTH STREET MORRISTOWN, NJ07960 EVP, Chief Admin. Officer Signatures /s/ Timothy J. Simpson 12/01/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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"). ( 2 )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. ( 3 )The stock options expire three years after vesting. ( 4 )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. ( 5 )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.

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