Statement of Changes in Beneficial Ownership (4)
November 16 2022 - 06:55PM
Edgar (US Regulatory)
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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 * BCP Energy Services Fund
UGP, LLC |
2. Issuer Name and Ticker or Trading
Symbol Charah Solutions, Inc. [ CHRA ] |
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)
400 CONVENTION STREET, SUITE 1010 |
3. Date of Earliest Transaction (MM/DD/YYYY)
11/14/2022
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(Street)
BATON ROUGE, LA 70802
(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
_ X _ Form filed by More than One Reporting
Person |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
|
1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. Code
(Instr. 8) |
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) |
5. Amount of Securities Beneficially Owned Following
Reported Transaction(s)
(Instr. 3 and 4) |
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) |
7. Nature of Indirect Beneficial Ownership (Instr.
4) |
|
Code |
V |
Amount |
(A) or (D) |
Price |
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
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 |
|
Series B Preferred Stock |
$1.74 |
11/14/2022 |
|
J |
|
30000 (1) |
|
2/14/2023 |
(2) |
Common Stock |
17241380 (1) |
$1000.00 |
30000 |
I |
See Footnotes (3)(4)(5) |
| Explanation of
Responses: |
| (1) |
Pursuant to that certain
Preferred Stock Purchase Agreement (the "Purchase Agreement"),
dated November 14, 2022, by and among Charah Solutions, Inc. (the
"Issuer") and the purchaser parties thereto, the Reporting Persons
purchased 30,000 shares of the Issuer's Series B Preferred Stock.
The Series B Preferred Stock will be convertible at the option of
the Reporting Persons at any time after February 14, 2023 into the
amount of shares of common stock per share of Series B Preferred
Stock (such rate, the "Conversion Rate") equal to the quotient of
(i) the Liquidation Preference (as defined in the Series B
Preferred Stock Certificate of Designations) in effect on the
conversion date divided by (ii) $1.74 (if converted on February 14,
2023), subject to customary anti-dilution adjustments and customary
provisions related to partial dividend periods. |
| (2) |
The Series B Preferred Stock
is perpetual and has no expiration date. |
| (3) |
Reflects securities held
directly or indirectly by Charah Preferred Stock Aggregator, LP
("Aggregator LP"). 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 BCP Energy Services Fund, LP ("BCP Energy
Services Fund"), Charah Preferred Stock Aggregator GP, LLC
("Aggregator GP") and BCP Energy Services Fund-A, LP ("BCP Energy
Services Fund-A"). Aggregator GP is the sole General Partner of
Aggregator LP. 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. |
| (4) |
(Continued from Footnote 4)
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, BCP
Energy Services Fund, BCP Energy Services Fund-A, and Aggregator
GP. Aggregator GP may be deemed to have and indirect pecuniary
interest in the securities held by Aggregator LP 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, BCP Energy Services
Fund, Aggregator GP and Aggregator LP are reported
herein. |
| (5) |
(Continued from Footnote 5)
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. |
Reporting
Owners
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|
Reporting Owner Name / Address |
Relationships
|
|
Director |
10% Owner |
Officer |
Other |
BCP Energy Services Fund UGP, LLC
400 CONVENTION STREET, SUITE 1010
BATON ROUGE, LA 70802 |
|
X |
|
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BCP Energy Services Fund GP, LP
400 CONVENTION STREET, SUITE 1010
BATON ROUGE, LA 70802 |
|
X |
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Charah Preferred Stock Aggregator, LP
400 CONVENTION STREET, SUITE 1010
BATON ROUGE, LA 70802 |
|
X |
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Charah Preferred Stock Aggregator GP, LLC
400 CONVENTION STREET, SUITE 1010
BATON ROUGE, LA 70802 |
|
X |
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BCP ENERGY SERVICES FUND-A, LP
400 CONVENTION STREET, SUITE 1010
BATON ROUGE, LA 70802 |
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X |
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BCP ENERGY SERVICES FUND, LP
400 CONVENTION STREET, SUITE 1010
BATON ROUGE, LA 70802 |
|
X |
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Charah Holdings GP LLC
400 CONVENTION STREET, SUITE 1010
BATON ROUGE, LA 70802 |
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X |
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Charah Holdings LP
400 CONVENTION STREET, SUITE 1010
BATON ROUGE, LA 70802 |
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X |
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JENKINS JEFFREY SCOTT
400 CONVENTION STREET, SUITE 1010
BATON ROUGE, LA 70802 |
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X |
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BERNHARD JAMES M JR
400 CONVENTION STREET, SUITE 1010
BATON ROUGE, LA 70802 |
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X |
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Signatures
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/s/ BCP Energy Services Fund UGP, LLC, By:
Jeffrey Jenkins, authorized representative; /s/ Jeffrey
Jenkins |
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11/16/2022 |
| **Signature of Reporting
Person |
Date |
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Reminder: Report on a separate line for each class
of securities beneficially owned directly or
indirectly. |
| * |
If the form is filed by more than one
reporting person, see Instruction 4(b)(v). |
| ** |
Intentional misstatements or omissions
of facts constitute Federal Criminal Violations. See 18
U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: |
File three copies of this Form, one of
which must be manually signed. If space is insufficient, see
Instruction 6 for procedure. |
|
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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