SEC Form 4 · accession 0000899243-18-017543
Charah Solutions, Inc. · CHRA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3,F4 | Jun 18, 2018 | A | 3,493,884 | — | A | 3,493,884 | I | See Footnotes |
| Common StockF1,F2,F3,F5 | Jun 18, 2018 | A | 8,068,844 | — | A | 8,068,844 | I | See Footnotes |
| Common StockF1,F2,F3,F6 | Jun 18, 2018 | A | 5,952,017 | — | A | 5,952,017 | I | See Footnotes |
| Common StockF8,F7,F2,F3,F4 | Jun 18, 2018 | D | 410,699 | $11.16 | D | 3,083,185 | I | See Footnotes |
| Common StockF8,F7,F2,F3,F5 | Jun 18, 2018 | D | 948,477 | $11.16 | D | 7,120,367 | I | See Footnotes |
| Common StockF8,F7,F2,F3,F6 | Jun 18, 2018 | D | 699,648 | $11.16 | D | 5,252,369 | I | See Footnotes |
Table II — derivative securities
Explanation of responses
- F1Such reporting person acquired these securities in accordance with that certain Master Reorganization Agreement, dated June 13, 2018, by and among Charah Solutions, Inc. (the "Issuer"), such reporting persons and the other parties thereto.
- F2BCP 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,
- F3(Continued from footnote 2) 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. Each reporting person disclaims beneficial ownership of any securities that are not directly owned by such reporting person, except to the extent of their indirect pecuniary interest therein. Each reporting person disclaims beneficial ownership of any securities that are not directly owned by such reporting person, except to the extent of their indirect pecuniary interest therein.
- F4Shares held directly by Charah Holdings LP.
- F5Shares held directly by BCP Energy Services Fund-A, LP.
- F6Shares held directly by BCP Energy Services Fund, LP.
- F7In connection with the Issuer's initial public offering, sold by such Reporting Person as a selling stockholder pursuant to a registration statement on Form S-1 (Registration No. 333-225051), as amended, initially filed with the Securities and Exchange Commission by the Issuer on May 18, 2018.
- F8Represents the price to the public less underwriting discounts and commissions in the Issuer's initial public offering.
Remarks
In connection with the closing of the Issuer's initial public offering, Charah Holdings, BCP Energy Services Fund and BCP Energy Services Fund-A entered into the Stockholders' Agreement (the "Stockholders' Agreement"), pursuant to which Charah Holdings, BCP Energy Services Fund and BCP Energy Services Fund-A have the right to nominate designees to the Board of Directors of the Issuer, subject to ownership thresholds set forth in the Stockholders' Agreement. As a result, each Reporting Person herein may be deemed a director by deputization for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended. In addition, the Reporting Persons may be deemed to be members of a group holding over 10% of the outstanding common stock of the Issuer for the purposes of Section 13(d)(3) of the Exchange Act.