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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
COVANTA HOLDING CORP [ CVA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/21/2008 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 11/21/2008 | S | 1,428,896 | D | $18.41(1) | 15,334,991 | I(2) | Refer to FN 2 | ||
Common Stock | 11/21/2008 | S | 114,332 | D | $19.22(3) | 15,220,659 | I(4) | Refer to FN 4 | ||
Common Stock | 11/21/2008 | S | 248,212 | D | $18.41(1) | 2,664,183 | I(5) | Refer to FN 5 | ||
Common Stock | 11/21/2008 | S | 19,860 | D | $19.22(3) | 2,644,323 | I(6) | Refer to FN 6 | ||
Common Stock | 11/24/2008 | S | 887,614 | D | $18.98(7) | 14,333,045 | I(4) | Refer to FN 4 | ||
Common Stock | 11/24/2008 | S | 154,186 | D | $18.98(7) | 2,490,137 | I(6) | Refer to FN 6 | ||
Common Stock | 11/25/2008 | S | 91,745 | D | $18.42(8) | 14,241,300 | I(4) | Refer to FN 4 | ||
Common Stock | 11/25/2008 | S | 31,518 | D | $19.06(9) | 14,209,782 | I(4) | Refer to FN 4 | ||
Common Stock | 11/25/2008 | S | 110,630 | D | $18.42(8) | 2,379,507 | I(6) | Refer to FN 6 | ||
Common Stock | 11/25/2008 | S | 38,007 | D | $19.06(9) | 2,341,500 | I(6) | Refer to FN 6 | ||
Common Stock | 15,000 | D | ||||||||
Common Stock | 25,418 | I(10) | Refer to FN 10(10) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. Represents the weighted average price of multiple transactions with a range of prices between $18.20 and $19.19. The Reporting Persons, upon request by the Commission Staff, the Issuer or a security holder of an Issuer, undertakes to provide further information regarding the number of securities purchased at each separate price. |
2. Such shares are beneficially owned by SZ Investments, L.L.C. ("SZI"). SZI is indirectly owned by trusts established for the benefit of Samuel Zell and members of his family (the "Trusts"). The Trustee of the Trusts is Chai Trust Company, LLC ("Chai"), 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. Represents the weighted average price of multiple transactions with a range of prices between $19.20 and $19.29. The Reporting Persons, upon request by the Commission Staff, the Issuer or a security holder of an Issuer, undertakes to provide further information regarding the number of securities purchased at each separate price. |
4. Such shares are beneficially owned by SZI. Mr. Zell disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
5. Such shares are beneficially owned by EGI-Fund (05-07) Investors, L.L.C. ("05-07"), which is indirectly owned by the Trusts. Mr. Zell disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
6. Such shares are beneficially owned by (05-07). Mr. Zell disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
7. Represents the weighted average price of multiple transactions with a range of prices between $18.59 and $19.29. The Reporting Persons, upon request by the Commission Staff, the Issuer or a security holder of an Issuer, undertakes to provide further information regarding the number of securities purchased at each separate price. |
8. Represents the weighted average price of multiple transactions with a range of prices between $17.95 and $18.94. The Reporting Persons, upon request by the Commission Staff, the Issuer or a security holder of an Issuer, undertakes to provide further information regarding the number of securities purchased at each separate price. |
9. Represents the weighted average price of multiple transactions with a range of prices between $18.95 and $19.50. The Reporting Persons, upon request by the Commission Staff, the Issuer or a security holder of an Issuer, undertakes to provide further information regarding the number of securities purchased at each separate price. |
10. 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. |
Samuel Zell | 11/25/2008 | |
** 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). | ||
** 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. |