FORM 4
[X] 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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Feeler Jeffrey R
2. Issuer Name and Ticker or Trading Symbol

US Ecology Holdings, Inc. [ ECOL ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
President & CEO
(Last)          (First)          (Middle)

101 S. CAPITOL BLVD., SUITE 1000
3. Date of Earliest Transaction (MM/DD/YYYY)

11/1/2019
(Street)

BOISE, ID 83702
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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  11/1/2019    D    64782  D  (1) 0  D   

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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 Options  $35.05 (2) 11/1/2019    D        6266 (2)  1/4/2017 (3) 1/3/2026  Common Stock  6266  $0 (2) 0  D   
Stock Options  $49.15 (2) 11/1/2019    D        11066 (2)  1/2/2018 (4) 1/1/2027  Common Stock  11066  $0 (2) 0  D   
Stock Options  $51 (2) 11/1/2019    D        15500 (2)  1/1/2019 (4) 1/1/2028  Common Stock  15500  $0 (2) 0  D   
Stock Options  $63.85 (2) 11/1/2019    D        14100 (2)  1/1/2020 (4) 1/1/2029  Common Stock  14100  $0 (2) 0  D   
Performance Stock Units  $0 (2)(5) 11/1/2019    D        5500 (2)   (5) 12/31/2019 (5) Common Stock  5500  $0 (2) 0  D   
Performance Stock Units  $0 (2)(5) 11/1/2019    D        5300 (2)   (5) 12/31/2020 (5) Common Stock  5300  $0 (2) 0  D   
Performance Stock Units  $0 (2)(6) 11/1/2019    D        6592 (2)   (6) 12/31/2021 (6) Common Stock  6592  $0 (2) 0  D   

Explanation of Responses:
(1)  Disposed pursuant to that certain Agreement and Plan of Merger, dated as of June 23, 2019 ("Merger Agreement"), by and among US Ecology Holdings, Inc. (f/k/a US Ecology, Inc.) ("Parent"), NRC Group Holdings Corp., US Ecology, Inc. (f/k/a US Ecology Parent, Inc.) ("Holdco"), ECOL Merger Sub, Inc. ("ECOL Merger Sub") and Rooster Merger Sub, Inc., in a merger transaction in which ECOL Merger Sub merged with and into Parent, and each issued and outstanding share of Parent's common stock was converted into the right to receive, and became exchangeable for, one share of common stock, par value $0.01 of Holdco.
(2)  All outstanding derivative securities of Parent, which include Options and Performance Stock Units ("PSUs"), were assumed by Holdco pursuant to the Merger Agreement and were converted into an equivalent number of Options and PSUs, respectively, of Holdco at an equivalent exercise price and under the same terms and conditions as the original award.
(3)  These Options are fully vested and exercisable.
(4)  Options vest ratably on the anniversary of the date of original issuance for a period of three years. Upon vesting, the reporting person will receive a number of shares of common stock equal to the number of Options that have vested.
(5)  Each PSU represents a contingent right to receive one share of Parent common stock. The number of shares reported represents the target number of shares underlying the PSUs. The actual number of shares to be delivered in settlement of the PSUs earned during the performance period will be based on Parent's total shareholder return over the three year vesting period relative to the S&P 600 (weighted at 50%) and a peer group of certain companies in the environmental and facilities services industry (weighted at 50%) and could equal 200% of the target number of shares underlying the PSUs. If earned, PSUs will vest ratably on the anniversary of the date of original issuance for a period of three years. The PSUs will settle as soon as practicable after the expiration date.
(6)  Each PSU represents a contingent right to receive one share of Parent common stock. The number of shares reported represents the target number of shares underlying the PSUs. The actual number of shares to be delivered in settlement of the PSUs earned during the performance period will be based on achievement of established targets with respect to the Parent's Adjusted Earnings Per Share and Return on Invested Capital, each weighted at 50% of the target PSUs. After the payout under the PSUs is determined, the number of shares to be provided is subject to modification based on the percentage change in the price of the Parent's common stock from January 1, 2019 to December 31, 2021, relative to the percentage change in the price of the common stock of certain peer group companies. If earned, PSUs will vest ratably on the anniversary of the date of original issuance for a period of three years. The PSUs will settle as soon as practicable after the expiration date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Feeler Jeffrey R
101 S. CAPITOL BLVD.
SUITE 1000
BOISE, ID 83702
X
President & CEO

Signatures
/s/ Wayne Ipsen, power of attorney 11/1/2019
**Signature of Reporting Person Date


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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 control number.
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