4//SEC Filing
Gates Capital Management, Inc. 4
Accession 0000902664-22-001945
CIK 0001403853other
Filed
Feb 24, 7:00 PM ET
Accepted
Feb 25, 4:16 PM ET
Size
12.5 KB
Accession
0000902664-22-001945
Insider Transaction Report
Form 4
Gates Capital Management GP, LLC
10% Owner
Transactions
- Other
Common Stock, par value $0.01 per share ("Common Stock")
2022-02-23−6,626,660→ 0 total(indirect: See footnote)
Gates Capital Management, Inc.
10% Owner
Transactions
- Other
Common Stock, par value $0.01 per share ("Common Stock")
2022-02-23−6,626,660→ 0 total(indirect: See footnote)
Gates Capital Management, L.P.
10% Owner
Transactions
- Other
Common Stock, par value $0.01 per share ("Common Stock")
2022-02-23−6,626,660→ 0 total(indirect: See footnote)
Gates Jeffrey L
10% Owner
Transactions
- Other
Common Stock, par value $0.01 per share ("Common Stock")
2022-02-23−6,626,660→ 0 total(indirect: See footnote)
Footnotes (3)
- [F1]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").
- [F2](Continued from Footnote 1) 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.
- [F3]Gates Capital Management, L.P. ("Gates Capital"), acts as the investment manager to certain funds (the "Gates Capital Funds") directly holding the securities reported herein. Gates Capital Management GP, LLC (the "General Partner") is the general partner of Gates Capital. Gates Capital Management, Inc. (the "Corporation"), is the managing member of the General Partner. Jeffrey L. Gates serves as President of the Corporation Each of Gates Capital, the General Partner, the Corporation and Jeffrey L. Gates, may be deemed to share beneficial ownership of the securities reported herein. Each of Gates Capital, the General Partner, the Corporation and Jeffrey L. Gates, disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interests therein, if any.
Documents
Issuer
Nuverra Environmental Solutions, Inc.
CIK 0001403853
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001312908
Filing Metadata
- Form type
- 4
- Filed
- Feb 24, 7:00 PM ET
- Accepted
- Feb 25, 4:16 PM ET
- Size
- 12.5 KB