Statement of Changes in Beneficial Ownership (4)
March 26 2014 - 7:05PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
QUAYLE DAN
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2. Issuer Name
and
Ticker or Trading Symbol
Nuverra Environmental Solutions, Inc.
[
NES
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O NUVERRA ENVIRONMENTAL SOLUTIONS, INC, 14624 N. SCOTTSDALE RD., SUITE 300
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/5/2013
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(Street)
SCOTTSDALE, AZ 85254
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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12/5/2013
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A
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4944
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A
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$0.00
(1)
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10094
(2)
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D
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Common Stock
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2500
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I
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See footnote
(3)
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Common Stock
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11061
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I
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See footnote
(4)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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Represents annual retainer compensation for serving on the Issuer's Board of Directors. Annual retainer compensation is paid in the form of restricted stock under the Issuer's 2009 Equity Incentive Plan which vests equally (50%) on each subsequent anniversary of the grant date.
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(
2)
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Includes 5,819 unvested shares granted in the form of unvested stock under the Issuer's 2009 Equity Incentive Plan, and 4,275 vested shares.
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(
3)
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Held in the BTC Inc. Retirement Trust. The reporting person is the trustee and direct beneficiary of this trust.
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(
4)
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Held in the James D. Quayle 2000 Irrevocable Trust.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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QUAYLE DAN
C/O NUVERRA ENVIRONMENTAL SOLUTIONS, INC
14624 N. SCOTTSDALE RD., SUITE 300
SCOTTSDALE, AZ 85254
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X
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Signatures
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/s/ Sean D. Hawkins, attorney-in-fact
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3/26/2014
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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