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