Initial Statement of Beneficial Ownership (3)
March 26 2020 - 4:06PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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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
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Charah Preferred Stock Aggregator GP, LLC |
2. Date of Event Requiring Statement (MM/DD/YYYY)
3/16/2020
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3. Issuer Name and Ticker or Trading Symbol
Charah Solutions, Inc. [CHRA]
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(Last)
(First)
(Middle)
400 CONVENTION STREET, SUITE 1010 |
4. 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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(Street)
BATON ROUGE, LA 70802
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 4) | 2. Date Exercisable and Expiration Date (MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Series A Preferred Stock (1) | 6/16/2020 | (2) | Common Stock | 9386282 (3) | $2.77 | I | See Footnotes (4) |
Explanation of Responses: |
(1) | Such reporting person will be deemed to beneficially own these securities on April 17, 2020 in accordance with that certain Preferred Stock Purchase Agreement (the "Purchase Agreement"), dated March 5, 2020, by and among Charah Solutions, Inc. (the "Issuer") and the purchaser parties thereto. |
(2) | The Series A Preferred Stock is perpetual and has no expiration date. |
(3) | Pursuant to the Purchase Agreement, the Reporting Persons purchased 26,000 shares of the Issuer's Series A Preferred Stock. The Series A Preferred Stock will be convertible at the option of the Reporting Persons at any time after June 16, 2020 into the amount of shares of common stock per share of Series A Preferred Stock (such rate, the "Conversion Rate") equal to the quotient of (i) the Liquidation Preference (as defined in the Series A Preferred Stock Certificate of Designations) in effect on the conversion date divided by (ii) $2.77 (if converted on June 14, 2020), subject to customary anti-dilution adjustments and customary provisions related to partial dividend periods. |
(4) | Reflects securities held directly or indirectly by Charah Preferred Stock Aggregator, LP ("Aggregator LP"). Charah Preferred Stock Aggregator GP, LLC ("Aggregator GP") is the general partners of Aggregator LP. Aggregator GP may be deemed to have an indirect pecuniary interest in the securities held directly by Aggregator LP. In accordance with Instruction 4(b)(iv), the entire amount of the securities held by Aggregator LP are reported herein. 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. |
Remarks: Exhibits: 99.1 Joint Filing Agreement |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Charah Preferred Stock Aggregator GP, LLC 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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Signatures
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/s/ Jeff Jenkins, Authorized Signatory of Charah Preferred Stock Aggregator GP, LLC, the general as partner of Charah Preferred Stock Aggregator, LP | | 3/26/2020 |
**Signature of Reporting Person | Date |
/s/ Jeff Jenkins, Authorized Signatory of Charah Preferred Stock Aggregator GP, LLC | | 3/26/2020 |
**Signature of Reporting Person | Date |
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