Statement of Changes in Beneficial Ownership (4)
December 23 2020 - 4:06PM
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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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
*
Gates Capital Management, L.P. |
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)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
1177 AVENUE OF THE AMERICAS, 46TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/21/2020 |
(Street)
NEW YORK, NY 10036
(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)
___ Form filed by One Reporting Person
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X
_ 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 | 12/21/2020 | | S | | 150000 | D | $4.66 (1) | 6906917 | D (3)(4) | |
Common Stock | 12/21/2020 | | S | | 185811 | D | $4.03 (2) | 6721106 | D (3)(4) | |
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) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | The price reported in Column 4 is a weighted average. These shares were sold in multiple transactions at prices ranging from $4.36 to $5.25. The Reporting Persons undertake 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 range set forth herein. |
(2) | The price reported in Column 4 is a weighted average. These shares were sold in multiple transactions at prices ranging from $3.77 to $4.18. The Reporting Persons undertake 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 range set forth herein. |
(3) | Gates Capital Management, L.P. ("Gates Capital"), acts as the investment manager to certain funds directly holding common stock, par value $0.01, of the issuer (the "Gates Capital Funds"). Gates Capital Management GP, LLC (the "General Partner") is the general partner of Gates Capital, with respect to the shares of common stock directly held by the Gates Capital Funds. Gates Capital Management, Inc. ("the Corporation"), is the managing member of the General Partner with respect to the shares of common stock directly held by the Gates Capital Funds. Jeffrey L. Gates serves as President of the Corporation with respect to the shares of common stock directly held by the Gates Capital Funds. |
(4) | Each of Gates Capital, the General Partner, the Corporation and Jeffrey L. Gates, may be deemed to share beneficial ownership of the common stock of the issuer held by the Funds. Each of Gates Capital, the General Partner, the Corporation and Jeffrey L. Gates, disclaims beneficial ownership of the common stock held by the Funds except to the extent of its pecuniary interests. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Gates Capital Management, L.P. 1177 AVENUE OF THE AMERICAS, 46TH FLOOR NEW YORK, NY 10036 |
| X |
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Gates Capital Management GP, LLC 1177 AVENUE OF THE AMERICAS, 46TH FLOOR NEW YORK, NY 10036 |
| X |
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Gates Capital Management, Inc. 1177 AVENUE OF THE AMERICAS, 46TH FLOOR NEW YORK, NY 10036 |
| X |
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Gates Jeffrey L 1177 AVENUE OF THE AMERICAS, 46TH FLOOR NEW YORK, NY 10036 |
| X |
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Signatures
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Gates Capital Management, L.P., By: Gates Capital Management GP, LLC, its general partner, By: Gates Capital Management, Inc., its managing member, By: /s/ Jeffrey L. Gates, President | | 12/22/2020 |
**Signature of Reporting Person | Date |
Gates Capital Management GP, LLC, By: Gates Capital Management, Inc., its managing member, By: /s/ Jeffrey L. Gates, President | | 12/22/2020 |
**Signature of Reporting Person | Date |
Gates Capital Management, Inc., By: /s/ Jeffrey L. Gates, President | | 12/22/2020 |
**Signature of Reporting Person | Date |
Jeffrey L. Gates, By: /s/ Jeffrey L. Gates | | 12/22/2020 |
**Signature of Reporting Person | Date |
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