Mcintyre Julian Alexander returned 210,362 units of Series A Convertible Preferred Stock to the company and was granted 210,362 shares (SEC Form 4) (Amendment)
$ADES
Major Chemicals
Industrials
| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Advanced Emissions Solutions, Inc. [ ADES ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/20/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 07/24/2023 |
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 | ||||||
| Series A Convertible Preferred Stock | 07/20/2023(1) | D(2) | 189,065(3) | D | $0 | 0 | I | By MWB Limited(4) | ||
| Series A Convertible Preferred Stock | 07/20/2023(1) | D(2) | 21,297(5) | D | $0 | 0 | I | By Markham Fuels Management Limited(6) | ||
| Common Stock | 07/20/2023(1) | A(2) | 189,065 | A | $0 | 348,632 | I | By MWB Limited(4) | ||
| Common Stock | 07/20/2023(1) | A(2) | 21,297 | A | $0 | 39,271 | I | By Markham Fuels Management Limited(6) | ||
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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. On July 24, 2023, the reporting person filed a Form 4 which inadvertendly omitted certain indirect beneficial ownership interests in the issuer's Common Stock and Series A Convertible Preferred Stock. As reported in this amendment, the reporting person indirectly owned additional interests in the issuer's Common Stock and disposed of interests in the issuer's Series A Convertible Preferred Stock through their control of Markham Fuels Management Limited, and control of Allard Services Limited, which controls MWB Limited. This amended filing on Form 4/A reflects the shares obtained by Markham Fuels Management Limited and MWB Limited in the conversion referenced in footnote (1). |
| 2. The shares of Series A Convertible Preferred Stock converted to an equal number of shares of the Issuer's Common Stock upon the approval by the holders of the percentage of Common Stock required to approve such conversion under the applicable rules of The Nasdaq Stock Market, without the need for any action on the part of the holders of the Series A Convertible Preferred Stock. |
| 3. This amount includes 2,414 shares of Series A Convertible Preferred Stock received on April 21, 2023, as dividends paid in-kind for the first quarter of 2023, which acquisition was exempt from Section 16 of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16a-9 thereunder. |
| 4. The shares reported on this row are held by MWB Limited, which is controlled by Allard Services Limited. Julian McIntyre, a Director of the Issuer, controls Allard Services Limited and therefore may be deemed to be an indirect beneficial owner of the securities reported herein. |
| 5. This amount includes 272 shares of Series A Convertible Preferred Stock received on April 21, 2023, as dividends paid in-kind for the first quarter of 2023, which acquisition was exempt from Section 16 of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16a-9 thereunder. |
| 6. The shares reported on this row are held by Markham Fuels Management Limited. Julian McIntyre, a Director of the Issuer, controls Markham Fuels Management Limited and therefore is an indirect beneficial owner of the securities reported herein. |
| Remarks: |
| /s/ Julian Alexander McIntyre | 01/25/2024 | |
| ** 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. | ||