0000899243-22-036829.txt : 20221122 0000899243-22-036829.hdr.sgml : 20221122 20221122213217 ACCESSION NUMBER: 0000899243-22-036829 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20221121 FILED AS OF DATE: 20221122 DATE AS OF CHANGE: 20221122 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BERNHARD JAMES M JR CENTRAL INDEX KEY: 0000940082 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38523 FILM NUMBER: 221412132 MAIL ADDRESS: STREET 1: 4171 ESSEN LANE STREET 2: 1ST FLOOR CITY: BATON ROUGE STATE: LA ZIP: 70809 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BCP ENERGY SERVICES FUND, LP CENTRAL INDEX KEY: 0001620882 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38523 FILM NUMBER: 221412136 BUSINESS ADDRESS: STREET 1: 400 CONVENTION STREET CITY: BATON ROUGE STATE: LA ZIP: 70802 BUSINESS PHONE: (225) 228-2501 MAIL ADDRESS: STREET 1: 400 CONVENTION STREET CITY: BATON ROUGE STATE: LA ZIP: 70802 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BCP ENERGY SERVICES FUND-A, LP CENTRAL INDEX KEY: 0001620883 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38523 FILM NUMBER: 221412137 BUSINESS ADDRESS: STREET 1: 400 CONVENTION STREET CITY: BATON ROUGE STATE: LA ZIP: 70802 BUSINESS PHONE: (225) 228-2501 MAIL ADDRESS: STREET 1: 400 CONVENTION STREET CITY: BATON ROUGE STATE: LA ZIP: 70802 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Charah Holdings LP CENTRAL INDEX KEY: 0001743465 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38523 FILM NUMBER: 221412134 BUSINESS ADDRESS: STREET 1: 400 CONVENTION STREET, SUITE 1010 CITY: BATON ROUGE STATE: LA ZIP: 70802 BUSINESS PHONE: 502-815-5062 MAIL ADDRESS: STREET 1: 400 CONVENTION STREET, SUITE 1010 CITY: BATON ROUGE STATE: LA ZIP: 70802 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JENKINS JEFFREY SCOTT CENTRAL INDEX KEY: 0001743809 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38523 FILM NUMBER: 221412133 MAIL ADDRESS: STREET 1: C/O CHARAH HOLDINGS STREET 2: 400 CONVENTION STREET, SUITE 1010 CITY: BATON ROUGE STATE: LA ZIP: 70802 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Charah Holdings GP LLC CENTRAL INDEX KEY: 0001743505 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38523 FILM NUMBER: 221412135 BUSINESS ADDRESS: STREET 1: 400 CONVENTION STREET, SUITE 1010 CITY: BATON ROUGE STATE: LA ZIP: 70802 BUSINESS PHONE: 5028155062 MAIL ADDRESS: STREET 1: 400 CONVENTION STREET, SUITE 1010 CITY: BATON ROUGE STATE: LA ZIP: 70802 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BCP Energy Services Fund UGP, LLC CENTRAL INDEX KEY: 0001743507 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38523 FILM NUMBER: 221412139 BUSINESS ADDRESS: STREET 1: 400 CONVENTION STREET, SUITE 1010 CITY: BATON ROUGE STATE: LA ZIP: 70802 BUSINESS PHONE: 5028155062 MAIL ADDRESS: STREET 1: 400 CONVENTION STREET, SUITE 1010 CITY: BATON ROUGE STATE: LA ZIP: 70802 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BCP Energy Services Fund GP, LP CENTRAL INDEX KEY: 0001743508 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38523 FILM NUMBER: 221412138 BUSINESS ADDRESS: STREET 1: 400 CONVENTION STREET, SUITE 1010 CITY: BATON ROUGE STATE: LA ZIP: 70802 BUSINESS PHONE: 5028155062 MAIL ADDRESS: STREET 1: 400 CONVENTION STREET, SUITE 1010 CITY: BATON ROUGE STATE: LA ZIP: 70802 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Charah Solutions, Inc. CENTRAL INDEX KEY: 0001730346 STANDARD INDUSTRIAL CLASSIFICATION: HAZARDOUS WASTE MANAGEMENT [4955] IRS NUMBER: 824228671 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 12601 PLANTSIDE DRIVE CITY: LOUISVILLE STATE: KY ZIP: 40299 BUSINESS PHONE: 502-815-5062 MAIL ADDRESS: STREET 1: 12601 PLANTSIDE DRIVE CITY: LOUISVILLE STATE: KY ZIP: 40299 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-11-21 0 0001730346 Charah Solutions, Inc. CHRA 0001743507 BCP Energy Services Fund UGP, LLC 400 CONVENTION STREET, SUITE 1010 BATON ROUGE LA 70802 0 0 1 0 0001743508 BCP Energy Services Fund GP, LP 400 CONVENTION STREET, SUITE 1010 BATON ROUGE LA 70802 0 0 1 0 0001620883 BCP ENERGY SERVICES FUND-A, LP 400 CONVENTION STREET, SUITE 1010 BATON ROUGE LA 70802 0 0 1 0 0001620882 BCP ENERGY SERVICES FUND, LP 400 CONVENTION STREET, SUITE 1010 BATON ROUGE LA 70802 0 0 1 0 0001743505 Charah Holdings GP LLC 400 CONVENTION STREET, SUITE 1010 BATON ROUGE LA 70802 0 0 1 0 0001743465 Charah Holdings LP 400 CONVENTION STREET, SUITE 1010 BATON ROUGE LA 70802 0 0 1 0 0001743809 JENKINS JEFFREY SCOTT 400 CONVENTION STREET, SUITE 1010 BATON ROUGE LA 70802 0 0 1 0 0000940082 BERNHARD JAMES M JR 400 CONVENTION STREET, SUITE 1010 BATON ROUGE LA 70802 0 0 1 0 Common Stock 2022-11-21 4 P 0 47707 0.76 A 3009381 I See Footnotes Common Stock 2022-11-21 4 P 0 118656 0.76 A 7484926 I See Footnotes Common Stock 2022-11-21 4 P 0 85637 0.76 A 5402038 I See Footnotes Common Stock 2002-11-22 4 P 0 45435 1.03 A 3054816 I See Footnotes Common Stock 2002-11-22 4 P 0 113006 1.03 A 7597932 I See Footnotes Common Stock 2002-11-22 4 P 0 81559 1.03 A 5483597 I See Footnotes BCP Energy Services Fund UGP, LLC ("BCP Energy Services Fund UGP ") is the sole general partner of BCP Energy Services Fund GP, LP ("BCP Energy Services Fund GP "), which is the sole general partner of both BCP Energy Services Fund, LP ("BCP Energy Services Fund") and BCP Energy Services Fund-A, LP ("BCP Energy Services Fund-A"). BCP Energy Services Fund, LP and BCP Energy Services Fund-A, LP have dispositive voting power over Charah Holdings GP LLC ("Charah Holdings GP"), which is the sole general partner of Charah Holdings LP ("Charah Holdings"). BCP Energy Services Fund UGP is managed by J.M. Bernhard, Jr. and Jeffrey Jenkins. By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (i) each of Messrs. Bernhard and Jenkins, BCP Energy Services Fund UGP and BCP Energy Services Fund GP may be deemed to have an indirect pecuniary interest in the securities held directly by Charah Holdings, (Continued from footnote 1) BCP Energy Services Fund and BCP Energy Services Fund-A and each of BCP Energy Services Fund and BCP Energy Services Fund-A may be deemed to have an indirect pecuniary interest in the securities held directly by Charah Holdings. In accordance with Instruction 4(b)(iv), the entire amount of the securities held by each of Charah Holdings, BCP Energy Services Fund and BCP Energy Services Fund-A are reported herein. Each reporting person disclaims beneficial ownership of any securities that are not directly owned by such reporting person, except to the extent of their indirect pecuniary interest therein. Each reporting person disclaims beneficial ownership of any securities that are not directly owned by such reporting person, except to the extent of their indirect pecuniary interest therein. Shares held directly by Charah Holdings LP. Shares held directly by BCP Energy Services Fund-A, LP. Shares held directly by BCP Energy Services Fund, LP. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.68 to $0.90, inclusive. Each reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4. On November 17, 2022 and November 18, 2022, Charah Holdings L.P. filed Form 4s that inadvertently underreported 50 shares of the issuer's common stock that it beneficially owned at such times. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.91 to $1.05, inclusive. Each reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4. Charah Holdings, BCP Energy Services Fund and BCP Energy Services Fund-A are parties to a Stockholders' Agreement (the "Stockholders' Agreement"), pursuant to which Charah Holdings, BCP Energy Services Fund and BCP Energy Services Fund-A have the right to nominate designees to the Board of Directors of the Issuer, subject to ownership thresholds set forth in the Stockholders' Agreement. As a result, each Reporting Person herein may be deemed a director by deputization for the purposes of Section 16 of the Exchange Act. In addition, the Reporting Persons may be deemed to be members of a group holding over 10% of the outstanding common stock of the Issuer for the purposes of Section 13(d)(3) of the Exchange Act. BCP Energy Services Fund UGP, LLC, By: Jeffrey Jenkins, Authorized Person; /s/ Jeffrey Jenkins 2022-11-22 BCP Energy Services Fund GP, LP, By: BCP Energy Services Fund UGP, LLC, its general partner, By: Jeffrey Jenkins, Authorized Person; /s/ Jeffrey Jenkins 2022-11-22 BCP Energy Services Fund-A, LP, By: BCP Energy Services Fund GP, LP, its general partner, By: BCP Energy Services Fund UGP, LLC, its general partner, By: Jeffrey Jenkins, Authorized Person; /s/ Jeffrey Jenkins 2022-11-22 BCP Energy Services Fund, LP, By: BCP Energy Services Fund GP, LP, its general partner, By: BCP Energy Services Fund UGP, LLC, its general partner, By: Jeffrey Jenkins, Authorized Person; /s/ Jeffrey Jenkins 2022-11-22 Charah Holdings GP LLC, By: Mark Spender, Authorized Person; /s/ Mark SpenderCharah Holdings LP, By: Charah Holdings GP LLC, its general partner, By: Mark Spender, Authorized Person; /s/ Mark Spender 2022-11-22 Charah Holdings LP, By: Charah Holdings GP LLC, its general partner, By: Mark Spender, Authorized Person; /s/ Mark Spender 2022-11-22