Ownership Submission
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 OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
SZ INVESTMENTS LLC
   2. Issuer Name and Ticker or Trading Symbol
COVANTA HOLDING CORP [CVA] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
TWO NORTH RIVERSIDE PLAZA, SUITE 600		 3. Date of Earliest Transaction (Month/Day/Year)
07/24/2014
(Street)

CHICAGO, IL 60606		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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 (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 07/24/2014   S   687,045 D $ 20.4692 (1) 11,920,637 D (2)  
Common Stock 07/24/2014   S   127,955 D $ 20.4692 (1) 2,213,545 D (4)  
Common Stock 07/25/2014   S   788,205 D $ 20.4426 (3) 11,132,432 D (2)  
Common Stock 07/25/2014   S   146,795 D $ 20.4426 (3) 2,066,750 D (4)  
Common Stock 07/28/2014   S   210,750 D $ 20.3676 (5) 10,921,682 D (2)  
Common Stock 07/28/2014   S   39,250 D $ 20.3676 (5) 2,027,500 D (4)  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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
SZ INVESTMENTS LLC
TWO NORTH RIVERSIDE PLAZA
SUITE 600
CHICAGO, IL 60606		     X    
EGI-Fund (05-07) Investors, L.L.C.
2 NORTH RIVERSIDE PLAZA, SUITE 600
CHICAGO, IL 60606		     X    
CHAI TRUST CO LLC
TWO NORTH RIVERSIDE PLAZA
SUITE 600
CHICAGO, IL 60606		       Members of 10% Owner Group

Signatures

 /s/ Philip G. Tinkler, Vice President of each of SZ Investments, L.L.C. and EGI-Fund (05-07) Investors, L.L.C., and Chief Financial Officer of Chai Trust Company, LLC   07/28/2014
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) This price reflects the weighted average price for open-market sales of shares of Common Stock 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) These 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) These shares of Common Stock are beneficially owned by Fund 05-07. Chai Trust is the managing member of Fund 05-07.
(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.

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