Eric T. Bauer - Feb 23, 2022 Form 4 Insider Report for Nuverra Environmental Solutions, Inc. (NES)

Role
Executive Vice President, Chief Financial Officer and Principal Financial Officer
Signature
/s/ Joseph M. Crabb, attorney-in-fact
Stock symbol
NES
Transactions as of
Feb 23, 2022
Transactions value $
$0
Form type
4
Date filed
2/23/2022, 05:28 PM
Next filing
Feb 28, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NES Common Stock Options Exercise +42.2K 42.2K Feb 23, 2022 Direct F1, F2
transaction NES Common Stock Disposed to Issuer -42.2K -100% 0 Feb 23, 2022 Direct F3, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction NES Restricted Stock Units Options Exercise $0 -42.2K -100% $0.00* 0 Feb 23, 2022 Common Stock 42.2K Direct F1, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Eric T. Bauer is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
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.

Remarks:

Executive Vice President, Chief Financial Officer and Principal Financial Officer