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^*

Amrhein Christine B.

(Last)

(First)

(Middle)

9135 S. RIDGELINE BLVD., SUITE 200

C/O ADA-ES, INC.

(Street)

HIGHLANDS RANCH

80129

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Advanced Emissions Solutions, Inc. [ ADES ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	General Counsel & VP

3. Date of Earliest Transaction (Month/Day/Year)
01/03/2014

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	01/03/2014		A		1,195⁽¹⁾	A	$53⁽²⁾	6,577	D
Common Stock	01/03/2014		F		270⁽³⁾	D	$53⁽⁴⁾	6,307⁽⁵⁾	D
Common Stock								15,699⁽⁶⁾	I	By Spouse

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)
Performance Share Units	⁽⁷⁾	01/03/2014		A		2,390⁽⁸⁾		⁽⁹⁾	⁽⁹⁾	Common Stock	2,390	$0	6,226	D

Explanation of Responses:

1. Represents Restricted Stock issued pursuant to the Advanced Emissions Solutions, Inc. Amended and Restated 2007 Equity Incentive Plan, as amended (the "2007 Plan"). The Restricted Stock will vest in equal installments on January 2, 2015, January 2, 2016 and January 2, 2017 subject to continuous services with Advanced Emissions Solutions, Inc. or its related entities unless such shares vest sooner pursuant to Section 11 of the 2007 Plan.

2. Closing stock price at date of grant.

3. Payment of the tax liability by delivery of stock incident to the vesting on January 2, 2014 of 369 shares of Restricted Stock.

4. Fair market value of the shares upon vesting is based on closing price of common stock on January 2, 2014.

5. Of the amount shown, 798 shares are held in the qualified pension plan account of the reporting person and 3,660 shares were issued pursuant to the programs under the 2007 Plan, are not fully vested and are subject to certain repurchase rights.

6. Of the amount shown, 4,722 shares are held in the qualified pension plan account of the reporting person and 437 shares were issued pursuant to the programs under the 2007 Plan, are not fully vested and are subject to certain repurchase rights.

7. Each Performance Share Unit represents a contingent right to receive one share of the Company's common stock.

8. Represents the maximum number of Performance Share Units that will vest, if at all, which is 200% of the target payout of 1,195 shares.

9. Vesting of the Performance Share Units, if at all, will occur on January 2, 2017, subject to continuous service and the achievement of certain pre-established goals to be measured as of December 31, 2016, unless such units vest sooner at the target amount pursuant to Section 11 of the 2007 Plan.

	Christine B. Amrhein	01/07/2014
	** 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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