Sec Form 4 Filing - ZELL SAMUEL @ COVANTA HOLDING CORP - 2014-07-24

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 ZELL SAMUEL 2. Issuer Name and Ticker or Trading Symbol COVANTA HOLDING CORP [ CVA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) TWO NORTH RIVERSIDE PLAZA, SUITE 600 3. Date of Earliest Transaction (MM/DD/YY) 07/24/2014 (Street) CHICAGO, IL60606 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, $0.10 par value 07/24/2014 S 687,045 ( 7 ) D $ 20.4692 ( 1 ) 11,920,637 I ( 2 ) See Footnote 2 Common Stock, $0.10 par value 07/24/2014 S 127,955 ( 7 ) D $ 20.4692 ( 1 ) 2,213,545 I ( 4 ) See Footnote 4 Common Stock, $0.10 par value 07/25/2014 S 788,205 ( 7 ) D $ 20.4426 ( 3 ) 11,132,432 I ( 2 ) See Footnote 2 Common Stock, $0.10 par value 07/25/2014 S 146,795 ( 7 ) D $ 20.4426 ( 3 ) 2,066,750 I ( 4 ) See Footnote 4 Common Stock, $0.10 par value 07/28/2014 S 210,750 ( 7 ) D $ 20.3676 ( 5 ) 10,921,682 I ( 2 ) See Footnote 2 Common Stock, $0.10 par value 07/28/2014 S 39,250 ( 7 ) D $ 20.3676 ( 5 ) 2,027,500 I ( 4 ) See Footnote 4 Common Stock, $0.10 par value 25,418 I ( 6 ) See Footnote 6 Common Stock, $0.10 par value 102,869 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ZELL SAMUEL TWO NORTH RIVERSIDE PLAZA SUITE 600 CHICAGO, IL60606 X Signatures /s/ Samuel Zell 08/19/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This price reflects the weighted average price for open-market sales of shares of Common Stock, $0.10 par value, made by SZ Investments, L.L.C. ("SZI") and EGI-Fund (05-07) Investors, L.L.C ("Fund 05-07") on July 24, 2014 within a $1.00 range. The actual prices for these transactions range from $20.24 to $20.73, inclusive. The Reporting Persons further undertake to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares of Common Stock sold at each separate price. ( 2 )Such shares of Common Stock are beneficially owned SZI. SZI is indirectly owned by various trusts established for the benefit of Samuel Zell and his family (the "Trusts"). The trustee of each of the Trusts is Chai Trust Company, LLC ("Chai Trust"), of which Samuel Zell is neither an officer nor a director, and thus he disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. ( 3 )This price reflects the weighted average price for open-market sales of shares of Common Stock made by SZI and Fund 05-07 on July 25, 2014 within a $1.00 range. The actual prices for these transactions range from $20.37 to $20.525, inclusive. The Reporting Persons further undertake to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares of Common Stock sold at each separate price. ( 4 )Such shares of Common Stock are beneficially owned by Fund 05-07. Chai Trust is the managing member of Fund 05-07. Samuel Zell disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. ( 5 )This price reflects the weighted average price for open-market sales of shares of Common Stock made by SZI and Fund 05-07 on July 28, 2014 within a $1.00 range. The actual prices for these transactions range from $20.26 to $20.42, inclusive. The Reporting Persons further undertake to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares of Common Stock sold at each separate price. ( 6 )Such shares of Common Stock are beneficially owned by the Helen Zell Revocable Trust ("HZRT"). Samuel Zell's spouse, Helen Zell, is the trustee of HZRT. Samuel Zell disclaims beneficial ownership of such shares held by HZRT except to the extent of his pecuniary interest therein. ( 7 )These sales of shares of Common Stock by SZI and Fund 05-07 were previously reported on a Form 4 timely filed by SZI, Fund 05-07 and Chai Trust on July 28, 2014.

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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