0000899243-22-007442.txt : 20220223 0000899243-22-007442.hdr.sgml : 20220223 20220223182813 ACCESSION NUMBER: 0000899243-22-007442 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220223 FILED AS OF DATE: 20220223 DATE AS OF CHANGE: 20220223 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bauer Eric T CENTRAL INDEX KEY: 0001835586 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33816 FILM NUMBER: 22665553 MAIL ADDRESS: STREET 1: 6720 N SCOTTSDALE RD STREET 2: SUITE 190 CITY: SCOTTSDALE STATE: AZ ZIP: 85253 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Nuverra Environmental Solutions, Inc. CENTRAL INDEX KEY: 0001403853 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 11111 KATY FREEWAY STREET 2: SUITE 1006 CITY: HOUSTON STATE: TX ZIP: 77079 BUSINESS PHONE: 602-903-7802 MAIL ADDRESS: STREET 1: 11111 KATY FREEWAY STREET 2: SUITE 1006 CITY: HOUSTON STATE: TX ZIP: 77079 FORMER COMPANY: FORMER CONFORMED NAME: Heckmann Corp DATE OF NAME CHANGE: 20111205 FORMER COMPANY: FORMER CONFORMED NAME: Heckmann CORP DATE OF NAME CHANGE: 20070620 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-02-23 1 0001403853 Nuverra Environmental Solutions, Inc. NES 0001835586 Bauer Eric T C/O NUVERRA ENVIRONMENTAL SOLUTIONS, INC 11111 KATY FREEWAY, SUITE 1006 HOUSTON TX 77079 0 1 0 0 See Remarks Common Stock 2022-02-23 4 M 0 42194 A 42194 D Common Stock 2022-02-23 4 D 0 42194 D 0 D Restricted Stock Units 2022-02-23 4 M 0 42194 0.00 D Common Stock 42194 0 D Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer's common stock. Does not reflect tax withholding amounts that will occur upon settlement of the Restricted Stock Units following closing of the Mergers (as defined below). On February 23, 2022, pursuant to the Agreement and Plan of Merger, dated December 12, 2021 (the "Merger Agreement"), (i) a direct wholly owned subsidiary of Select Energy Services, Inc. ("Select") merged with and into the Issuer, with the Issuer surviving as a direct wholly owned subsidiary of Select (the "Initial Merger"), and (ii) immediately following the Initial Merger, the Issuer merged with and into an indirect wholly owned subsidiary of Select ("Holdco"), with Holdco surviving the merger as an indirect wholly owned subsidiary of Select (the "Subsequent Merger" and, together with the Initial Merger, the "Mergers"). (Continued from Footnote 3) On February 23, 2022, pursuant to the Merger Agreement, each share of the Issuer's common stock issued and outstanding prior to the effective time of the Initial Merger was converted into the right to receive a number of shares of Select's Class A common stock (the "Class A Common Stock") equal to 0.2551 per share. On February 23, 2022, the per share closing price of the Class A Common Stock was $8.53. On December 16, 2020, the Reporting Person was granted a time-based award of 42,194 Restricted Stock Units under the Issuer's 2017 Long Term Incentive Plan (the "Plan"), vesting annually in two equal installments beginning on December 31, 2021. In connection with the consummation of the Mergers, each outstanding and unvested Restricted Stock Unit vested immediately prior to the effective time of the Initial Merger pursuant to the Plan and the Reporting Person's employment agreement with the Issuer. Executive Vice President, Chief Financial Officer and Principal Financial Officer /s/ Joseph M. Crabb, attorney-in-fact 2022-02-23