SEC FORM 4

SEC Form 4

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).

1. Name and Address of Reporting Person^*

Chisholm Christopher

(Last)

(First)

(Middle)

C/O NUVERRA ENVIRONMENTAL SOLUTIONS, INC

14624 N. SCOTTSDALE RD., SUITE 300

(Street)

SCOTTSDALE

85254

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Nuverra Environmental Solutions, Inc. [ NES ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
03/12/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/12/2014		A		14,988⁽¹⁾	A	$0.00	32,988⁽²⁾	D
Common Stock								369.437⁽³⁾	I	401(k)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents the receipt of common stock upon the vesting of shares of restricted stock units granted on March 12, 2014 for the Reporting Person's 2013 bonus grant pursuant to the Issuer's 2009 Equity Incentive Plan (the "Plan"). These restricted stock units are scheduled to vest over three years. Conditional on shareholder approval of an amendment to the Plan at the annual meeting of the shareholders to be held on May 6, 2014, 1/3 will vest on 1/15/15, 1/3 will vest on 1/15/16, and 1/3 will vest on 1/15/17.

2. This amount includes the receipt of 15,000 shares of common stock upon the vesting of restricted stock granted on November 15, 2011 pursuant to the Plan. These 15,000 shares of restricted stock are scheduled to vest 100% on the third anniversary of the date of the grant.

3. Shares acquired through Issuer's 401(k) Match Plan (the "Match Plan"), through which the Issuer matches their employees' cash contributions with stock. Represents the receipt of common stock upon the vesting of shares of restricted stock units received between November 25, 2013 and March 12, 2014 through Issuer's Match Plan. 2/3rds of the these shares, or 246.391 shares, have vested. Remainder will on the third anniversary of date of hire, which is 11/15/14.

Remarks:

Executive Vice President and Chief Accounting Officer

	/s/ W. Christopher Chisholm	03/12/2014
	** 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).
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