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^*

JOHNSRUD MARK D

(Last)

(First)

(Middle)

C/O NUVERRA ENVIRONMENTAL SOLUTIONS, INC

14624 N. SCOTTSDALE ROAD, 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2018

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	02/23/2018		M		177,206	A	⁽¹⁾	177,206	D

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)
Restricted Stock Units	⁽²⁾	02/23/2018		A		531,618		⁽³⁾	⁽³⁾	Common Stock	531,618	$0.00	531,618	D
Restricted Stock Units	⁽¹⁾	02/23/2018		M			177,206	⁽⁴⁾	⁽⁴⁾	Common Stock	177,206	$0.00	354,412	D
Restricted Stock Units	⁽²⁾	02/23/2018		A		531,618		⁽⁵⁾	⁽⁵⁾	Common Stock	531,618	$0.00	531,618	D
Employee Stock Option (right to buy)	$37.03	02/23/2018		A		354,411		⁽⁶⁾	08/07/2024	Common Stock	354,411	$0.00	354,411	D
Employee Stock Option (right to buy)	$41.31	02/23/2018		A		354,411		⁽⁶⁾	08/07/2024	Common Stock	354,411	$0.00	354,411	D

Explanation of Responses:

1. Restricted stock units convert to Nuverra Environmental Solutions, Inc. common stock on a one-for-one basis. Represents the conversion of restricted stock units to common stock on February 23, 2018.

2. Each restricted stock unit represents a contingent right to receive one share of Nuverra Environmental Solutions, Inc. common stock.

3. The restricted stock units vest in three equal installments on February 23, 2018, August 7, 2018, and August 7, 2019.

4. On February 23, 2018, the reporting person was granted 531,618 restricted stock units, which vest in three equal installments on February 23, 2018, August 7, 2018, and August 7, 2019. The first installment vested on February 23, 2018, the date of grant, and was converted into common stock on a one-for-one basis.

5. The restricted stock units vest in two equal installments on August 7, 2018 and August 7, 2019, subject to the achievement of pre-established performance targets during the applicable measurement periods. The first installment is subject to a performance measurement period beginning on January 1, 2018 and ending on June 30, 2018, and the second installment is subject to a performance measurement period beginning on July 1, 2018 and ending on June 30, 2019.

6. The stock options vest in three equal installments on August 7, 2018, August 7, 2019, and August 7, 2020.

Remarks:

Chairman & Chief Executive Officer

	/s/ Joseph M. Crabb, attorney-in-fact	02/27/2018
	** 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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