SEC Form 4: Bauer Eric T converted options into 42,194 shares and returned 42,194 shares to the company (for tax liability)
$NES
Water Supply
Public Utilities
| 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
Nuverra Environmental Solutions, Inc. [ NES ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/23/2022 | ||||||||||||||||||||||||||
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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 | 02/23/2022 | M | 42,194 | A | (1)(2) | 42,194 | D | |||
| Common Stock | 02/23/2022 | D | 42,194 | D | (3)(4) | 0 | D | |||
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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 | ||||||||
| Restricted Stock Units | (1) | 02/23/2022 | M | 42,194 | (5) | (5) | Common Stock | 42,194 | $0.00 | 0 | D | ||||
| Explanation of Responses: |
| 1. Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer's common stock. |
| 2. Does not reflect tax withholding amounts that will occur upon settlement of the Restricted Stock Units following closing of the Mergers (as defined below). |
| 3. On February 23, 2022, pursuant to the Agreement and Plan of Merger, dated December 12, 2021 (the "Merger Agreement"), (i) a direct wholly owned subsidiary of Select Energy Services, Inc. ("Select") merged with and into the Issuer, with the Issuer surviving as a direct wholly owned subsidiary of Select (the "Initial Merger"), and (ii) immediately following the Initial Merger, the Issuer merged with and into an indirect wholly owned subsidiary of Select ("Holdco"), with Holdco surviving the merger as an indirect wholly owned subsidiary of Select (the "Subsequent Merger" and, together with the Initial Merger, the "Mergers"). |
| 4. (Continued from Footnote 3) On February 23, 2022, pursuant to the Merger Agreement, each share of the Issuer's common stock issued and outstanding prior to the effective time of the Initial Merger was converted into the right to receive a number of shares of Select's Class A common stock (the "Class A Common Stock") equal to 0.2551 per share. On February 23, 2022, the per share closing price of the Class A Common Stock was $8.53. |
| 5. On December 16, 2020, the Reporting Person was granted a time-based award of 42,194 Restricted Stock Units under the Issuer's 2017 Long Term Incentive Plan (the "Plan"), vesting annually in two equal installments beginning on December 31, 2021. In connection with the consummation of the Mergers, each outstanding and unvested Restricted Stock Unit vested immediately prior to the effective time of the Initial Merger pursuant to the Plan and the Reporting Person's employment agreement with the Issuer. |
| Remarks: |
| Executive Vice President, Chief Financial Officer and Principal Financial Officer |
| /s/ Joseph M. Crabb, attorney-in-fact | 02/23/2022 | |
| ** 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. | ||