SEC Form 4 · accession 0000895345-19-000005
Nuverra Environmental Solutions, Inc. · NES
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Ascribe Opportunities Fund II, LP
10% Owner
Ascribe Opportunities Fund II(B), LP
10% Owner
Ascribe Associates II, LLC
10% Owner
Ascribe II Investments LLC
10% Owner
Ascribe Management LLC
10% Owner
Period of report
Dec 28, 2018
Accepted (ET)
Jan 2, 2019 · 5:10 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001403853
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF3,F4,F5 | Dec 28, 2018 | X | 1,495,607 | $9.61 | A | 6,905,566 | D | |
| Common StockF3,F4,F5 | Dec 28, 2018 | P | 116,313 | $9.61 | A | 7,021,879 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Subscription Rights (Right to buy)F3,F4,F5 | $9.61 | Dec 28, 2018 | X | 1,495,607 | D | Dec 10, 2018 | Dec 28, 2018 | Common Stock | 1,495,607 | 0 | D |
Explanation of responses
- F1Represents the exercise of subscription rights in the Nuverra Environmental Solutions, Inc. ("Nuverra") rights offering, as described in Nuverra's prospectus dated December 10, 2018, 2018 (the "Rights Offering") by Ascribe II Investments LLC ("Fund II") and Ascribe III Investments LLC ("Fund III"), with each right entitling the holder to purchase one share of Nuverra's common stock, resulting in the purchase by Fund II and Fund III of 121,534 and 1,374,073 shares of Nuverra's common stock, respectively.
- F2Represents the purchase by Fund II and Fund III of 9,444 and 106,869 shares, respectively, of Nuverra's common stock, pursuant to the backstop commitment letter, dated October 5, 2018, filed as exhibit 10.11 to Nuverra's Current Report on Form 8-K filed with the SEC on October 11, 2018.
- F3Ascribe Capital LLC ("Ascribe Capital") is the investment manager of Fund III. Ascribe Management LLC ("Ascribe Management") is the investment manager of Fund II (Fund II, together with Fund III, the "Funds"). The Funds hold common stock, par value $0.01, of the issuer. American Securities LLC ("American Securities") is the 100% owner of Ascribe Capital and Ascribe Management. Ascribe Opportunities Fund III, L.P. ("Opportunities III") and Ascribe Opportunities Fund III(B), L.P. ("Opportunities III(B)") are the sole members of Fund III. Ascribe Associates III, LLC ("Associates III") is the general partner of Opportunities III and Opportunities III(B). Ascribe Opportunities Fund II, L.P. ("Opportunities II") and Ascribe Opportunities Fund II(B), L.P. ("Opportunities II(B)") are the sole members of Fund II. Ascribe Associates II, LLC ("Associates II") is the general partner of Opportunities II and Opportunities II(B).
- F4Each of Ascribe Capital, Ascribe Management, American Securities, Associates III, Opportunities III, Opportunities III(B), Associates II, Opportunities II and Opportunities II(B), may be deemed to share beneficial ownership of the common stock of the issuer held by the Funds. Each of Ascribe Capital, Ascribe Management, American Securities, Associates III, Opportunities III, Opportunities III(B), Associates II, Opportunities II and Opportunities II(B), disclaims beneficial ownership of the common stock held by the Funds, except to the extent of its pecuniary interests.
- F5Due to the limitations of the Securities and Exchange Commission's EDGAR system, Ascribe Capital, American Securities, Fund III, Associates III, Opportunities III and Opportunities III(B), have filed a separate Form 4.