| 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
Charah Solutions, Inc. [ CHRA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/13/2023 | ||||||||||||||||||||||||||
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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 | 07/13/2023 | D | 305,481 | D | $6 | 0 | I | See Footnotes(1)(2)(3)(4) | ||
| Common Stock | 07/13/2023 | D | 759,793 | D | $6 | 0 | I | See Footnotes(1)(2)(3)(5) | ||
| Common Stock | 07/13/2023 | D | 548,359 | D | $6 | 0 | I | See Footnotes(1)(2)(3)(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 | ||||||||
| Series A Preferred Stock | $2.77 | 07/13/2023 | D | 26,000(11) | 06/18/2020 | (10) | Common Stock | 9,386,282(11) | $1,530.91(7) | 0 | I | See Footnotes(7)(8)(9) | |||
| Series B Preferred Stock | $1.74 | 07/13/2023 | D | 30,000(12) | 02/14/2023 | (10) | Common Stock | 17,241,380(12) | $1,000(7) | 0 | I | See Footnotes(7)(8)(9) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. BCP Energy Services Fund UGP, LLC ("BCP Energy Services Fund UGP ") is the sole general partner of BCP Energy Services Fund GP, LP ("BCP Energy Services Fund GP "), which is the sole general partner of both BCP Energy Services Fund, LP ("BCP Energy Services Fund") and BCP Energy Services Fund-A, LP ("BCP Energy Services Fund-A"). BCP Energy Services Fund, LP and BCP Energy Services Fund-A, LP have dispositive voting power over Charah Holdings GP LLC ("Charah Holdings GP"), which is the sole general partner of Charah Holdings LP ("Charah Holdings"). BCP Energy Services Fund UGP is managed by J.M. Bernhard, Jr. and Jeffrey Jenkins. By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (i) each of Messrs. Bernhard and Jenkins, BCP Energy Services Fund UGP and BCP Energy Services Fund GP may be deemed to have an indirect pecuniary interest in the securities held directly by Charah Holdings, |
| 2. (Continued from footnote 1) BCP Energy Services Fund and BCP Energy Services Fund-A and each of BCP Energy Services Fund and BCP Energy Services Fund-A may be deemed to have an indirect pecuniary interest in the securities held directly by Charah Holdings. In accordance with Instruction 4(b)(iv), the entire amount of the securities held by each of Charah Holdings, BCP Energy Services Fund and BCP Energy Services Fund-A are reported herein. |
| 3. Pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 16, 2023, by and among Acquisition Parent 0423 Inc., Acquisition Sub April 2023 Inc. and Charah Solutions, Inc. (the "Issuer"), at the effective time of the merger (the "Effective Time"), each share of common stock, par value $0.01 per share, of the Company issued and outstanding immediately prior to the Effective Time (each, a "Share"), will be cancelled and each such Share held by the Reporting Persons will be cancelled and converted into the right to receive $6.00 per Share in cash, without interest. Consequently, the Reporting Persons no longer beneficially owns any shares of Common Stock. |
| 4. Shares held directly by Charah Holdings LP. |
| 5. Shares held directly by BCP Energy Services Fund-A, LP. |
| 6. Shares held directly by BCP Energy Services Fund, LP. |
| 7. Pursuant to the terms of the Merger Agreement, the shares of Series A Preferred Stock of the Company that are issued and outstanding immediately prior to the Effective Time shall be purchased and redeemed by Parent pursuant to Section 8 of the Certificate of Designations of Series A Preferred Stock for the aggregate amount of $39,803,755.05, and the shares of Series B Preferred Stock of the Company that are issued and outstanding immediately prior to the Effective Time shall be purchased and redeemed by Parent pursuant to Section 7 of the Certificate of Designations of Series B Preferred Stock for the aggregate amount of $30,000,000. Consequently, the Reporting Persons no longer beneficially own any shares of Series A Preferred Stock or Series B Preferred Stock. |
| 8. Reflects securities held directly or indirectly by Charah Preferred Stock Aggregator, LP ("Aggregator LP"). BCP Energy Services Fund UGP is the sole general partner of BCP Energy Services Fund GP, which is the sole general partner of BCP Energy Services Fund, Charah Preferred Stock Aggregator GP, LLC ("Aggregator GP") and BCP Energy Services Fund-A. Aggregator GP is the sole General Partner of Aggregator LP. BCP Energy Services Fund, LP and BCP Energy Services Fund-A, LP have dispositive voting power over Charah Holdings GP, which is the sole general partner of Charah Holdings. BCP Energy Services Fund UGP is managed by J.M. Bernhard, Jr. and Jeffrey Jenkins. By reason of the provisions of Rule 16a-1 of the Exchange Act, (i) each of Messrs. Bernhard and Jenkins, BCP Energy Services Fund UGP and BCP Energy Services Fund GP may be deemed to have an indirect pecuniary interest in the securities held directly by Charah Holdings, |
| 9. (Continued from footnote 8) BCP Energy Services Fund, BCP Energy Services Fund-A, and Aggregator GP. Aggregator GP may be deemed to have an indirect pecuniary interest in the securities held by Aggregator LP and each of BCP Energy Services Fund and BCP Energy Services Fund-A may be deemed to have an indirect pecuniary interest in the securities held directly by Charah Holdings. In accordance with Instruction 4(b)(iv), the entire amount of the securities held by each of Charah Holdings, BCP Energy Services Fund, BCP Energy Services Fund-A, Aggregator GP and Aggregator LP are reported herein. |
| 10. The Series A Preferred Stock and Series B Preferred Stock are perpetual and have no expiration date. |
| 11. Pursuant to that certain Preferred Stock Purchase Agreement (the "Series A Purchase Agreement"), dated March 5, 2020, by and among the Issuer and the purchaser parties thereto, the Reporting Persons purchased 26,000 shares of the Issuer's Series A Preferred Stock. Prior to this redemption, the Series A Preferred Stock was convertible at the option of the Reporting Persons at any time after June 16, 2020 into the amount of shares of common stock per share of Series A Preferred Stock equal to the quotient of (i) the Liquidation Preference (as defined in the Series A Preferred Stock Certificate of Designations) in effect on the conversion date divided by (ii) $2.77 (if converted on June 14, 2020), subject to customary anti-dilution adjustments and customary provisions related to partial dividend periods. |
| 12. Pursuant to that certain Preferred Stock Purchase Agreement (the "Series B Purchase Agreement"), dated November 14, 2022, by and among the Issuer and the purchaser parties thereto, the Reporting Persons purchased 30,000 shares of the Issuer's Series B Preferred Stock. Prior to this redemption, the Series B Preferred Stock was convertible at the option of the Reporting Persons at any time after February 14, 2023 into the amount of shares of common stock per share of Series B Preferred Stock (such rate, the "Conversion Rate") equal to the quotient of (i) the Liquidation Preference (as defined in the Series B Preferred Stock Certificate of Designations) in effect on the conversion date divided by (ii) $1.74 (if converted on February 14, 2023), subject to customary anti-dilution adjustments and customary provisions related to partial dividend periods. |
| Remarks: |
| BCP Energy Services Fund UGP, LLC, By: Jeffrey Jenkins, Authorized Person; /s/ Jeffrey Jenkins | 07/17/2023 | |
| BCP Energy Services Fund GP, LP, By: BCP Energy Services Fund UGP, LLC, its general partner, By: Jeffrey Jenkins, Authorized Person; /s/ Jeffrey Jenkins | 07/17/2023 | |
| Charah Preferred Stock Aggregator LP, By: Charah Preferred Stock Aggregator GP, LLC, its general partner, By: Jeffrey Jenkins, Authorized Person; /s/ Jeffrey Jenkins | 07/17/2023 | |
| Charah Preferred Stock Aggregator GP, LLC, By: BCP Energy Services Fund GP, LP, its general partner, By: BCP Energy Services Fund UGP, LLC, its general partner, By: Jeffrey Jenkins, Authorized Person; /s/ Jeffrey Jenkins | 07/17/2023 | |
| BCP Energy Services Fund-A, LP, By: BCP Energy Services Fund GP, LP, its general partner, By: BCP Energy Services Fund UGP, LLC, its general partner, By: Jeffrey Jenkins, Authorized Person; /s/ Jeffrey Jenkins | 07/17/2023 | |
| BCP Energy Services Fund, LP, By: BCP Energy Services Fund GP, LP, its general partner, By: BCP Energy Services Fund UGP, LLC, its general partner, By: Jeffrey Jenkins, Authorized Person; /s/ Jeffrey Jenkins | 07/17/2023 | |
| Charah Holdings GP LLC, By: Mark Spender, Authorized Person; /s/ Mark Spender | 07/17/2023 | |
| Charah Holdings LP, By: Charah Holdings GP LLC, its general partner, By: Mark Spender, Authorized Person; /s/ Mark Spender | 07/17/2023 | |
| ** 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. | ||