SEC Form 4 · accession 0000899243-18-005684
Nuverra Environmental Solutions, Inc. · NES
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Mark D Johnsrud
Officer — See Remarks · Director
Period of report
Feb 23, 2018
Accepted (ET)
Feb 27, 2018 · 6:12 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 StockF1 | Feb 23, 2018 | M | 177,206 | — | A | 177,206 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF2,F3 | — | Feb 23, 2018 | A | 531,618 | A | — | — | Common Stock | 531,618 | 531,618 | D |
| Restricted Stock UnitsF1,F4 | — | Feb 23, 2018 | M | 177,206 | D | — | — | Common Stock | 177,206 | 354,412 | D |
| Restricted Stock UnitsF2,F5 | — | Feb 23, 2018 | A | 531,618 | A | — | — | Common Stock | 531,618 | 531,618 | D |
| Employee Stock Option (right to buy)F6 | $37.03 | Feb 23, 2018 | A | 354,411 | A | — | Aug 7, 2024 | Common Stock | 354,411 | 354,411 | D |
| Employee Stock Option (right to buy)F6 | $41.31 | Feb 23, 2018 | A | 354,411 | A | — | Aug 7, 2024 | Common Stock | 354,411 | 354,411 | D |
Explanation of responses
- F1Restricted stock units convert to Nuverra Environmental Solutions, Inc. common stock on a one-for-one basis. Represents the conversion of restricted stock units to common stock on February 23, 2018.
- F2Each restricted stock unit represents a contingent right to receive one share of Nuverra Environmental Solutions, Inc. common stock.
- F3The restricted stock units vest in three equal installments on February 23, 2018, August 7, 2018, and August 7, 2019.
- F4On February 23, 2018, the reporting person was granted 531,618 restricted stock units, which vest in three equal installments on February 23, 2018, August 7, 2018, and August 7, 2019. The first installment vested on February 23, 2018, the date of grant, and was converted into common stock on a one-for-one basis.
- F5The restricted stock units vest in two equal installments on August 7, 2018 and August 7, 2019, subject to the achievement of pre-established performance targets during the applicable measurement periods. The first installment is subject to a performance measurement period beginning on January 1, 2018 and ending on June 30, 2018, and the second installment is subject to a performance measurement period beginning on July 1, 2018 and ending on June 30, 2019.
- F6The stock options vest in three equal installments on August 7, 2018, August 7, 2019, and August 7, 2020.
Remarks
Chairman & Chief Executive Officer