SEC Form 4

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* Helgeson Bradford J (Last) (First) (Middle) 445 SOUTH STREET (Street) MORRISTOWN NJ 07960 (City) (State) (Zip)	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) Executive VP & CFO
	3. Date of Earliest Transaction (Month/Day/Year) 11/30/2021
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $.10 par value	11/30/2021		D		154,581	D	(1)	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)
				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			250,000	(2)	(3)	Common Stock, $.10 par value	250,000	$12.63	0	D
Performance Stock Units	(4)	11/30/2021		D			112,166	(4)	(4)	Common Stock, $.10 par value	112,166	(4)	0	D
Performance Stock Units	(5)	11/30/2021		D			75,641	(5)	(5)	Common Stock, $.10 par value	75,641	(5)	0	D

Explanation of Responses:

1. On the date of the merger between EQT Infrastructure and the Issuer, these shares of the Issuer's common stock were contributed to a limited partnership affiliated with EQT Infrastructure in exchange for units of the limited partnership. The Issuer shares were valued at $20.25 per share which is the cash price payable to holders of the Issuer's shares in the merger (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 $3,157,500, 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.

Remarks:

	/s/ Bradford J. Helgeson	12/01/2021
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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