Sec Form 4 Filing - Gerratt Eric L @ US Ecology, Inc. - 2022-05-02

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Gerratt Eric L
2. Issuer Name and Ticker or Trading Symbol
US Ecology, Inc. [ ECOL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP and CFO
(Last) (First) (Middle)
101 S. CAPITOL BLVD., SUITE 1000
3. Date of Earliest Transaction (MM/DD/YY)
05/02/2022
(Street)
BOISE, ID83702
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 05/02/2022 D( 1 ) 45,547( 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 (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
Stock Option (Right to Buy)( 2 ) $ 49.97 05/02/2022 D( 2 ) 8,500 03/09/2016( 2 ) 03/09/2025 Common Stock 8,500 $ 0( 2 ) 0 D
Stock Option (Right to Buy)( 2 ) $ 35.05 05/02/2022 D( 2 ) 2,300 01/03/2017( 2 ) 01/03/2026 Common Stock 2,300 $ 0( 2 ) 0 D
Stock Option (Right to Buy)( 2 ) $ 49.15 05/02/2022 D( 2 ) 6,000 01/01/2018( 2 ) 01/01/2027 Common Stock 6,000 $ 0( 2 ) 0 D
Stock Option (Right to Buy)( 2 ) $ 51 05/02/2022 D( 2 ) 6,900 01/01/2019( 2 ) 01/01/2028 Common Stock 6,900 $ 0( 2 ) 0 D
Stock Option (Right to Buy)( 2 ) $ 63.85 05/02/2022 D( 2 ) 6,100 01/01/2020( 2 ) 01/01/2029 Common Stock 6,100 $ 0( 2 ) 0 D
Stock Option (Right to Buy)( 2 ) $ 57.04 05/02/2022 D( 2 ) 9,900 01/01/2021( 2 ) 01/01/2030 Common Stock 9,900 $ 0( 2 ) 0 D
Stock Option (Right to Buy)( 2 ) $ 35.3 05/02/2022 D( 2 ) 31,600 01/03/2022( 2 ) 01/03/2031 Common Stock 31,600 $ 0( 2 ) 0 D
Performance Stock Units( 3 ) ( 3 ) 05/02/2022 D( 3 ) 7,601 ( 3 ) 12/31/2022 Common Stock 7,601 $ 0( 3 ) 0 D
Performance Stock Units( 3 ) ( 3 ) 05/02/2022 D( 3 ) 9,322 ( 3 ) 12/31/2024 Common Stock 9,322 $ 0( 3 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Gerratt Eric L
101 S. CAPITOL BLVD.
SUITE 1000
BOISE, ID83702
EVP and CFO
Signatures
/s/ Wayne Ipsen, by Power of Attorney 05/03/2022
Signature of Reporting Person Date
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 Considerati on.

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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.