4//SEC Filing
Ascribe Associates III, LLC 4
Accession 0000895345-19-000006
CIK 0001403853other
Filed
Jan 1, 7:00 PM ET
Accepted
Jan 2, 5:14 PM ET
Size
19.5 KB
Accession
0000895345-19-000006
Insider Transaction Report
Form 4
AMERICAN SECURITIES LLC
10% Owner
Transactions
- Exercise of In-Money
Subscription Rights (Right to buy)
2018-12-28−1,495,607→ 0 totalExercise: $9.61From: 2018-12-10Exp: 2018-12-28→ Common Stock (1,495,607 underlying) - Exercise of In-Money
Common Stock
2018-12-28$9.61/sh+1,495,607$14,372,783→ 6,905,566 total - Purchase
Common Stock
2018-12-28$9.61/sh+116,313$1,117,768→ 7,021,879 total
Ascribe III Investments LLC
10% Owner
Transactions
- Purchase
Common Stock
2018-12-28$9.61/sh+116,313$1,117,768→ 7,021,879 total - Exercise of In-Money
Common Stock
2018-12-28$9.61/sh+1,495,607$14,372,783→ 6,905,566 total - Exercise of In-Money
Subscription Rights (Right to buy)
2018-12-28−1,495,607→ 0 totalExercise: $9.61From: 2018-12-10Exp: 2018-12-28→ Common Stock (1,495,607 underlying)
Ascribe Opportunities Fund III, L.P.
10% Owner
Transactions
- Exercise of In-Money
Subscription Rights (Right to buy)
2018-12-28−1,495,607→ 0 totalExercise: $9.61From: 2018-12-10Exp: 2018-12-28→ Common Stock (1,495,607 underlying) - Purchase
Common Stock
2018-12-28$9.61/sh+116,313$1,117,768→ 7,021,879 total - Exercise of In-Money
Common Stock
2018-12-28$9.61/sh+1,495,607$14,372,783→ 6,905,566 total
Ascribe Capital LLC
10% Owner
Transactions
- Exercise of In-Money
Subscription Rights (Right to buy)
2018-12-28−1,495,607→ 0 totalExercise: $9.61From: 2018-12-10Exp: 2018-12-28→ Common Stock (1,495,607 underlying) - Exercise of In-Money
Common Stock
2018-12-28$9.61/sh+1,495,607$14,372,783→ 6,905,566 total - Purchase
Common Stock
2018-12-28$9.61/sh+116,313$1,117,768→ 7,021,879 total
Transactions
- Exercise of In-Money
Subscription Rights (Right to buy)
2018-12-28−1,495,607→ 0 totalExercise: $9.61From: 2018-12-10Exp: 2018-12-28→ Common Stock (1,495,607 underlying) - Exercise of In-Money
Common Stock
2018-12-28$9.61/sh+1,495,607$14,372,783→ 6,905,566 total - Purchase
Common Stock
2018-12-28$9.61/sh+116,313$1,117,768→ 7,021,879 total
Ascribe Associates III, LLC
10% Owner
Transactions
- Exercise of In-Money
Common Stock
2018-12-28$9.61/sh+1,495,607$14,372,783→ 6,905,566 total - Exercise of In-Money
Subscription Rights (Right to buy)
2018-12-28−1,495,607→ 0 totalExercise: $9.61From: 2018-12-10Exp: 2018-12-28→ Common Stock (1,495,607 underlying) - Purchase
Common Stock
2018-12-28$9.61/sh+116,313$1,117,768→ 7,021,879 total
Footnotes (5)
- [F1]Represents the exercise of subscription rights in the Nuverra Environmental Solutions, Inc. ("Nuverra") rights offering, as described in Nuverra's prospectus dated December 10, 2018, 2018 (the "Rights Offering") by Ascribe II Investments LLC ("Fund II") and Ascribe III Investments LLC ("Fund III"), with each right entitling the holder to purchase one share of Nuverra's common stock, resulting in the purchase by Fund II and Fund III of 121,534 and 1,374,073 shares of Nuverra's common stock, respectively.
- [F2]Represents the purchase by Fund II and Fund III of 9,444 and 106,869 shares, respectively, of Nuverra's common stock, pursuant to the backstop commitment letter, dated October 5, 2018, filed as exhibit 10.11 to Nuverra's Current Report on Form 8-K filed with the SEC on October 11, 2018.
- [F3]Ascribe Capital LLC ("Ascribe Capital") is the investment manager of Fund III. Ascribe Management LLC ("Ascribe Management") is the investment manager of Fund II (Fund II, together with Fund III, the "Funds"). The Funds hold common stock, par value $0.01, of the issuer. American Securities LLC ("American Securities") is the 100% owner of Ascribe Capital and Ascribe Management. Ascribe Opportunities Fund III, L.P. ("Opportunities III") and Ascribe Opportunities Fund III(B), L.P. ("Opportunities III(B)") are the sole members of Fund III. Ascribe Associates III, LLC ("Associates III") is the general partner of Opportunities III and Opportunities III(B). Ascribe Opportunities Fund II, L.P. ("Opportunities II") and Ascribe Opportunities Fund II(B), L.P. ("Opportunities II(B)") are the sole members of Fund II. Ascribe Associates II, LLC ("Associates II") is the general partner of Opportunities II and Opportunities II(B).
- [F4]Each of Ascribe Capital, Ascribe Management, American Securities, Associates III, Opportunities III, Opportunities III(B), Associates II, Opportunities II and Opportunities II(B), may be deemed to share beneficial ownership of the common stock of the issuer held by the Funds. Each of Ascribe Capital, Ascribe Management, American Securities, Associates III, Opportunities III, Opportunities III(B), Associates II, Opportunities II and Opportunities II(B), disclaims beneficial ownership of the common stock held by the Funds, except to the extent of its pecuniary interests.
- [F5]Due to the limitations of the Securities and Exchange Commission's EDGAR system, Ascribe Management, Fund II, Associates II, Opportunities II and Opportunities II(B), have filed a separate Form 4.
Documents
Issuer
Nuverra Environmental Solutions, Inc.
CIK 0001403853
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001703901
Filing Metadata
- Form type
- 4
- Filed
- Jan 1, 7:00 PM ET
- Accepted
- Jan 2, 5:14 PM ET
- Size
- 19.5 KB