SEC Form 4 · accession 0000899243-16-026132
Nuverra Environmental Solutions, Inc. · NES
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark D Johnsrud
Officer — Chairman of the Board and CEO · Director · 10% Owner
Period of report
Jul 29, 2016
Accepted (ET)
Aug 2, 2016 · 5:23 pm EDT
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 StockF1,F2,F3 | Jul 29, 2016 | A | 19,531,250 | $0.256 | A | 29,165,984 | D | |
| Common StockF1,F2,F4 | Jul 29, 2016 | A | 781,250 | $0.32 | A | 29,947,234 | D | |
| Common StockF5 | holding | — | — | — | 1,305 | I | 401(k) | |
| Common StockF6 | holding | — | — | — | 655,000 | I | By JPJ LP | |
| Common StockF7 | holding | — | — | — | 98,234,375 | I | By Badlands Development II, LLC |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1An aggregate of 20,312,500 shares of the issuer's common stock was deposited in escrow for the benefit of the reporting person in exchange for an early release from escrow of $5.0 million securing the reporting person's backstop obligation in connection with the issuer's planned $5.0 million equity rights offering (the "Rights Offering"). Of the 20,312,500 shares of common stock, 19,521,250 shares represent shares of common stock underlying the subscription rights to be distributed to the issuer's stockholders in the Rights Offering, and 781,250 shares represent shares of common stock underlying the 5% backstop fee payable to the reporting person. All of the 20,312,500 shares of common stock were deposited into escrow by the issuer and will be disbursed to the reporting person upon consummation of the Rights Offering or other specified triggers.
- F2(Continued from Footnote 1) Upon consummation of the Rights Offering, the number of shares from escrow to be disbursed to the reporting person will be reduced by the aggregate number of shares of common stock subscribed for in the Rights Offering and the corresponding number of shares of common stock underlying the backstop fee payable to the reporting person. Any shares not disbursed to the reporting person from escrow will be returned to the issuer.
- F3This price reflects the subscription price per share of common stock for each non-transferrable subscription right to be distributed to the issuer's stockholders in the Rights Offering.
- F4This price reflects the issuance price per share for the 5% backstop fee payable to the reporting person for his $5.0 million Rights Offering backstop obligation.
- F5Represents shares of common stock acquired through the issuer's 401(k) Match Plan as of June 14, 2016, through which the issuer previously matched its employees' cash contributions with common stock.
- F6These securities are owned directly by JPJ LP, and may also be deemed to be beneficially owned by Mark D. Johnsrud, who controls the entity.
- F7These securities are owned directly by Badlands Development II, LLC, and may also be deemed to be beneficially owned by Mark D. Johnsrud, who owns 100% of the units and acts as its sole managing member.