4//SEC Filing
Bauer Eric T 4
Accession 0000899243-22-007442
CIK 0001403853other
Filed
Feb 22, 7:00 PM ET
Accepted
Feb 23, 6:28 PM ET
Size
10.7 KB
Accession
0000899243-22-007442
Insider Transaction Report
Form 4
Bauer Eric T
See Remarks
Transactions
- Exercise/Conversion
Restricted Stock Units
2022-02-23−42,194→ 0 total→ Common Stock (42,194 underlying) - Exercise/Conversion
Common Stock
2022-02-23+42,194→ 42,194 total - Disposition to Issuer
Common Stock
2022-02-23−42,194→ 0 total
Footnotes (5)
- [F1]Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer's common stock.
- [F2]Does not reflect tax withholding amounts that will occur upon settlement of the Restricted Stock Units following closing of the Mergers (as defined below).
- [F3]On February 23, 2022, pursuant to the Agreement and Plan of Merger, dated December 12, 2021 (the "Merger Agreement"), (i) a direct wholly owned subsidiary of Select Energy Services, Inc. ("Select") merged with and into the Issuer, with the Issuer surviving as a direct wholly owned subsidiary of Select (the "Initial Merger"), and (ii) immediately following the Initial Merger, the Issuer merged with and into an indirect wholly owned subsidiary of Select ("Holdco"), with Holdco surviving the merger as an indirect wholly owned subsidiary of Select (the "Subsequent Merger" and, together with the Initial Merger, the "Mergers").
- [F4](Continued from Footnote 3) On February 23, 2022, pursuant to the Merger Agreement, each share of the Issuer's common stock issued and outstanding prior to the effective time of the Initial Merger was converted into the right to receive a number of shares of Select's Class A common stock (the "Class A Common Stock") equal to 0.2551 per share. On February 23, 2022, the per share closing price of the Class A Common Stock was $8.53.
- [F5]On December 16, 2020, the Reporting Person was granted a time-based award of 42,194 Restricted Stock Units under the Issuer's 2017 Long Term Incentive Plan (the "Plan"), vesting annually in two equal installments beginning on December 31, 2021. In connection with the consummation of the Mergers, each outstanding and unvested Restricted Stock Unit vested immediately prior to the effective time of the Initial Merger pursuant to the Plan and the Reporting Person's employment agreement with the Issuer.
Documents
Issuer
Nuverra Environmental Solutions, Inc.
CIK 0001403853
Entity typeother
Related Parties
1- filerCIK 0001835586
Filing Metadata
- Form type
- 4
- Filed
- Feb 22, 7:00 PM ET
- Accepted
- Feb 23, 6:28 PM ET
- Size
- 10.7 KB