BCP Energy Services Fund UGP, LLC - Jun 18, 2021 Form 4 Insider Report for Charah Solutions, Inc. (CHRA)

Role
10%+ Owner
Signature
BCP Energy Services Fund UGP, LLC, By: Jeffrey Jenkins, Authorized Person; /s/ Jeffrey Jenkins
Stock symbol
CHRA
Transactions as of
Jun 18, 2021
Transactions value $
-$218,130
Form type
4
Date filed
6/23/2021, 06:05 AM
Next filing
Jun 25, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CHRA Common Stock Sale -$11.5K -2.08K -0.07% $5.50 2.92M Jun 18, 2021 See Footnotes F1, F2, F3, F6
transaction CHRA Common Stock Sale -$28.5K -5.18K -0.07% $5.50 7.27M Jun 18, 2021 See Footnotes F1, F2, F4, F6
transaction CHRA Common Stock Sale -$20.6K -3.74K -0.07% $5.50 5.25M Jun 18, 2021 See Footnotes F1, F2, F5, F6
transaction CHRA Common Stock Sale -$15.5K -2.84K -0.1% $5.45 2.92M Jun 21, 2021 See Footnotes F1, F2, F3, F6
transaction CHRA Common Stock Sale -$38.5K -7.06K -0.1% $5.45 7.27M Jun 21, 2021 See Footnotes F1, F2, F4, F6
transaction CHRA Common Stock Sale -$27.8K -5.1K -0.1% $5.45 5.24M Jun 21, 2021 See Footnotes F1, F2, F5, F6
transaction CHRA Common Stock Sale -$14.4K -2.65K -0.09% $5.42 2.92M Jun 22, 2021 See Footnotes F1, F2, F3, F6
transaction CHRA Common Stock Sale -$35.7K -6.59K -0.09% $5.42 7.26M Jun 22, 2021 See Footnotes F1, F2, F4, F6
transaction CHRA Common Stock Sale -$25.8K -4.76K -0.09% $5.42 5.24M Jun 22, 2021 See Footnotes F1, F2, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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 both BCP Energy Services Fund, LP ("BCP Energy Services Fund") and BCP Energy Services Fund-A, LP ("BCP Energy Services Fund-A"). 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. 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,
F2 (Continued from footnote 1) BCP Energy Services Fund and BCP Energy Services Fund-A 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 and BCP Energy Services Fund-A 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.
F3 Shares held directly by Charah Holdings LP.
F4 Shares held directly by BCP Energy Services Fund-A, LP.
F5 Shares held directly by BCP Energy Services Fund, LP.
F6 Represents shares of common stock, par value $0.01, sold by such Reporting Person in open market transactions pursuant to a Rule 10b5-1 plan under the Securities Act of 1934, as amended, and as a selling stockholder pursuant to a registration statement on Form S-3 (Registration No. 333-256047), filed with the Securities and Exchange Commission by the Issuer on May 12, 2021.

Remarks:

Charah Holdings, BCP Energy Services Fund and BCP Energy Services Fund-A are parties to a Stockholders' Agreement (the "Stockholders' Agreement"), pursuant to which Charah Holdings, BCP Energy Services Fund and BCP Energy Services Fund-A have the right to nominate designees to the Board of Directors of the Issuer, subject to ownership thresholds set forth in the Stockholders' Agreement. As a result, each Reporting Person herein may be deemed a director by deputization for the purposes of Section 16 of the Exchange Act. In addition, the Reporting Persons may be deemed to be members of a group holding over 10% of the outstanding common stock of the Issuer for the purposes of Section 13(d)(3) of the Exchange Act.