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*
JOHNSRUD MARK D

(Last) (First) (Middle)
C/O NUVERRA ENVIRONMENTAL SOLUTIONS, INC
14624 N. SCOTTSDALE RD., SUITE 300

(Street)
SCOTTSDALE AZ 85254

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Nuverra Environmental Solutions, Inc. [ OTCQB:NESC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chairman of the Board and CEO
3. Date of Earliest Transaction (Month/Day/Year)
07/29/2016
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)
Code V Amount (A) or (D) Price
Common Stock 07/29/2016 A 19,531,250(1)(2) A $0.256(3) 29,165,984 D
Common Stock 07/29/2016 A 781,250(1)(2) A $0.32(4) 29,947,234 D
Common Stock 1,305(5) I 401(k)
Common Stock 655,000 I By JPJ LP(6)
Common Stock 98,234,375 I By Badlands Development II, LLC(7)
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
Explanation of Responses:
1. An aggregate of 20,312,500 shares of the issuer's common stock was deposited in escrow for the benefit of the reporting person in exchange for an early release from escrow of $5.0 million securing the reporting person's backstop obligation in connection with the issuer's planned $5.0 million equity rights offering (the "Rights Offering"). Of the 20,312,500 shares of common stock, 19,521,250 shares represent shares of common stock underlying the subscription rights to be distributed to the issuer's stockholders in the Rights Offering, and 781,250 shares represent shares of common stock underlying the 5% backstop fee payable to the reporting person. All of the 20,312,500 shares of common stock were deposited into escrow by the issuer and will be disbursed to the reporting person upon consummation of the Rights Offering or other specified triggers.
2. (Continued from Footnote 1) Upon consummation of the Rights Offering, the number of shares from escrow to be disbursed to the reporting person will be reduced by the aggregate number of shares of common stock subscribed for in the Rights Offering and the corresponding number of shares of common stock underlying the backstop fee payable to the reporting person. Any shares not disbursed to the reporting person from escrow will be returned to the issuer.
3. This price reflects the subscription price per share of common stock for each non-transferrable subscription right to be distributed to the issuer's stockholders in the Rights Offering.
4. This price reflects the issuance price per share for the 5% backstop fee payable to the reporting person for his $5.0 million Rights Offering backstop obligation.
5. Represents shares of common stock acquired through the issuer's 401(k) Match Plan as of June 14, 2016, through which the issuer previously matched its employees' cash contributions with common stock.
6. These securities are owned directly by JPJ LP, and may also be deemed to be beneficially owned by Mark D. Johnsrud, who controls the entity.
7. These securities are owned directly by Badlands Development II, LLC, and may also be deemed to be beneficially owned by Mark D. Johnsrud, who owns 100% of the units and acts as its sole managing member.
Remarks:
/s/ Joseph M. Crabb, attorney-in-fact 08/02/2016
** 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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