| 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 |
|
|||||||||||||||
| 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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Nuverra Environmental Solutions, Inc. [ NONE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 12/28/2018 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 12/28/2018 | X(1) | 1,495,607 | A | $9.61 | 6,905,566 | D(3)(4)(5) | |||
| Common Stock | 12/28/2018 | P(2) | 116,313 | A | $9.61 | 7,021,879 | D(3)(4)(5) | |||
|
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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Subscription Rights (Right to buy) | $9.61 | 12/28/2018 | X(1) | 1,495,607 | 12/10/2018 | 12/28/2018 | Common Stock | 1,495,607 | $0 | 0 | D(3)(4)(5) | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
| Explanation of Responses: |
| 1. Represents the exercise of subscription rights in the Nuverra Environmental Solutions, Inc. ("Nuverra") rights offering, as described in Nuverra's prospectus dated December 10, 2018, 2018 (the "Rights Offering") by Ascribe II Investments LLC ("Fund II") and Ascribe III Investments LLC ("Fund III"), with each right entitling the holder to purchase one share of Nuverra's common stock, resulting in the purchase by Fund II and Fund III of 121,534 and 1,374,073 shares of Nuverra's common stock, respectively. |
| 2. Represents the purchase by Fund II and Fund III of 9,444 and 106,869 shares, respectively, of Nuverra's common stock, pursuant to the backstop commitment letter, dated October 5, 2018, filed as exhibit 10.11 to Nuverra's Current Report on Form 8-K filed with the SEC on October 11, 2018. |
| 3. Ascribe Capital LLC ("Ascribe Capital") is the investment manager of Fund III. Ascribe Management LLC ("Ascribe Management") is the investment manager of Fund II (Fund II, together with Fund III, the "Funds"). The Funds hold common stock, par value $0.01, of the issuer. American Securities LLC ("American Securities") is the 100% owner of Ascribe Capital and Ascribe Management. Ascribe Opportunities Fund III, L.P. ("Opportunities III") and Ascribe Opportunities Fund III(B), L.P. ("Opportunities III(B)") are the sole members of Fund III. Ascribe Associates III, LLC ("Associates III") is the general partner of Opportunities III and Opportunities III(B). Ascribe Opportunities Fund II, L.P. ("Opportunities II") and Ascribe Opportunities Fund II(B), L.P. ("Opportunities II(B)") are the sole members of Fund II. Ascribe Associates II, LLC ("Associates II") is the general partner of Opportunities II and Opportunities II(B). |
| 4. Each of Ascribe Capital, Ascribe Management, American Securities, Associates III, Opportunities III, Opportunities III(B), Associates II, Opportunities II and Opportunities II(B), may be deemed to share beneficial ownership of the common stock of the issuer held by the Funds. Each of Ascribe Capital, Ascribe Management, American Securities, Associates III, Opportunities III, Opportunities III(B), Associates II, Opportunities II and Opportunities II(B), disclaims beneficial ownership of the common stock held by the Funds, except to the extent of its pecuniary interests. |
| 5. Due to the limitations of the Securities and Exchange Commission's EDGAR system, Ascribe Management, Fund II, Associates II, Opportunities II and Opportunities II(B), have filed a separate Form 4. |
| Ascribe Capital LLC, By: /s/ Lawrence First, as Managing Director | 01/02/2019 | |
| American Securities LLC, By Ascribe Capital LLC, its investment manager, By: /s/ Michael G. Fisch, as Chief Executive Officer | 01/02/2019 | |
| Ascribe III Investments LLC, By Ascribe Capital LLC, its investment manager, By: /s/ Lawrence First, as Managing Director | 01/02/2019 | |
| Ascribe Opportunities Fund III, L.P., By Ascribe Capital LLC, its investment manager, By: /s/ Lawrence First, as Managing Director | 01/02/2019 | |
| Ascribe Opportunities Fund III(B), L.P., By Ascribe Capital LLC, its investment manager, By: /s/ Lawrence First, as Managing Director | 01/02/2019 | |
| Ascribe Associates III, LLC, By American Securities LLC, its managing member, By: /s/ Michael G. Fisch, as Chief Executive Officer | 01/02/2019 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||