Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934*

(Amendment No.     )

 

 

Advanced Emissions Solutions, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

00770C101

(CUSIP Number)

May 11, 2017

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

 

*	The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

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CUSIP NO. 00770C101

 

1.		Names of Reporting Persons   Coliseum Capital Management, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ☐        (b)  ☒
3.		SEC Use Only
4.		Citizenship or Place of Organization   Delaware
Number of Shares Beneficially Owned by Each Reporting Person With				5.		Sole Voting Power   0
				6.		Shared Voting Power   2,090,456
				7.		Sole Dispositive Power   0
				8.		Shared Dispositive Power   2,090,456
9.		Aggregate Amount Beneficially Owned by Each Reporting Person   2,090,456
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   ☐
11.		Percent of Class Represented by Amount in Row (9)   9.4%
12.		Type of Reporting Person (See Instructions)   OO, IA

 

Page 2 of 11 Pages

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CUSIP NO. 00770C101

 

1.		Names of Reporting Persons   Coliseum Capital, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ☐        (b)  ☒
3.		SEC Use Only
4.		Citizenship or Place of Organization   Delaware
Number of Shares Beneficially Owned by Each Reporting Person With				5.		Sole Voting Power   0
				6.		Shared Voting Power   1,616,189
				7.		Sole Dispositive Power   0
				8.		Shared Dispositive Power   1,616,189
9.		Aggregate Amount Beneficially Owned by Each Reporting Person   1,616,189
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   ☐
11.		Percent of Class Represented by Amount in Row (9)   7.2%
12.		Type of Reporting Person (See Instructions)   OO

 

Page 3 of 11 Pages

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CUSIP NO. 00770C101

 

1.		Names of Reporting Persons   Coliseum Capital Partners, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ☐        (b)  ☒
3.		SEC Use Only
4.		Citizenship or Place of Organization   Delaware
Number of Shares Beneficially Owned by Each Reporting Person With				5.		Sole Voting Power   0
				6.		Shared Voting Power   1,278,784
				7.		Sole Dispositive Power   0
				8.		Shared Dispositive Power   1,278,784
9.		Aggregate Amount Beneficially Owned by Each Reporting Person   1,278,784
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   ☐
11.		Percent of Class Represented by Amount in Row (9)   5.7%
12.		Type of Reporting Person (See Instructions)   PN

 

Page 4 of 11 Pages

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CUSIP NO. 00770C101

 

1.		Names of Reporting Persons   Coliseum Capital Partners II, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ☐        (b)  ☒
3.		SEC Use Only
4.		Citizenship or Place of Organization   Delaware
Number of Shares Beneficially Owned by Each Reporting Person With				5.		Sole Voting Power   0
				6.		Shared Voting Power   337,405
				7.		Sole Dispositive Power   0
				8.		Shared Dispositive Power   337,405
9.		Aggregate Amount Beneficially Owned by Each Reporting Person   337,405
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   ☐
11.		Percent of Class Represented by Amount in Row (9)   1.5%
12.		Type of Reporting Person (See Instructions)   PN

 

Page 5 of 11 Pages

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CUSIP NO. 00770C101

 

1.		Names of Reporting Persons   Adam Gray
2.		Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ☐        (b)  ☒
3.		SEC Use Only
4.		Citizenship or Place of Organization   United States
Number of Shares Beneficially Owned by Each Reporting Person With				5.		Sole Voting Power   0
				6.		Shared Voting Power   2,090,456
				7.		Sole Dispositive Power   0
				8.		Shared Dispositive Power   2,090,456
9.		Aggregate Amount Beneficially Owned by Each Reporting Person   2,090,456
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   ☐
11.		Percent of Class Represented by Amount in Row (9)   9.4%
12.		Type of Reporting Person (See Instructions)   IN

 

Page 6 of 11 Pages

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CUSIP NO. 00770C101

 

1.		Names of Reporting Persons   Christopher Shackelton
2.		Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ☐        (b)  ☒
3.		SEC Use Only
4.		Citizenship or Place of Organization   United States
Number of Shares Beneficially Owned by Each Reporting Person With				5.		Sole Voting Power   0
				6.		Shared Voting Power   2,090,456
				7.		Sole Dispositive Power   0
				8.		Shared Dispositive Power   2,090,456
9.		Aggregate Amount Beneficially Owned by Each Reporting Person   2,090,456
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   ☐
11.		Percent of Class Represented by Amount in Row (9)   9.4%
12.		Type of Reporting Person (See Instructions)   IN

 

Page 7 of 11 Pages

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CUSIP NO. 00770C101

 

Explanatory Note: This Schedule 13G relating to Advanced Emissions Solutions, Inc., a Delaware corporation (the Issuer), amends, supplements and replaces in its entirety the Schedule 13D filed by the Reporting Persons (as defined below) with the U.S. Securities and Exchange Commission (the Commission) on July 30, 2014, as amended and supplemented by Amendment No. 1 to the Schedule 13D filed on October 7, 2014 (as amended, the Schedule 13D).

The Schedule 13D had superseded a Schedule 13G previously filed by the Reporting Persons with the Commission on May 13, 2014. The Reporting Persons determined that they no longer hold any shares of Common Stock (as defined below) of the Issuer with any purpose, or with the effect of, changing or influencing control of the Issuer or in connection with or as a participant in any transaction having that purpose or effect. In accordance with Rule 13d-1(h), the Reporting Persons accordingly determined to again report their beneficial ownership of shares of Common Stock of the Issuer on Schedule 13G.

Item 1.

 

(a)

Name of Issuer

Advanced Emissions Solutions, Inc.

 

(b)

Address of Issuers Principal Executive Offices

640 Plaza Drive, Suite 270

Highlands Ranch, Colorado 80129

Item 2.

 

(a)

Name of Person Filing

This Schedule 13G is being filed on behalf of Coliseum Capital Management, LLC (CCM), Coliseum Capital, LLC (CC), Coliseum Capital Partners, L.P. (CCP), Coliseum Capital Partners II, L.P. (CCP2), Adam Gray (Gray) and Christopher Shackelton (Shackelton and together with CCM, CC, CCP, CCP2 and Gray, the Reporting Persons).

 

(b)

Address of Principal Business office or, if None, Residence

The address of the principal business and office of the Reporting Persons is 105 Rowayton Avenue, Rowayton, CT 06853.

 

(c)

Citizenship

 

(i)

CCM is a Delaware limited liability company

 

(ii)

CC is a Delaware limited liability company

 

(iii)

CCP is a Delaware limited partnership

 

(iv)

CCP2 is a Delaware limited partnership

 

(vi)

Gray is a United States citizen

 

(vii)

Shackelton is a United States citizen

 

(d)

Title of Class of Securities

Common Stock, par value $0.001 per share (the Common Stock)

 

(e)

CUSIP No.

00770C101

 

Page 8 of 11 Pages

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CUSIP NO. 00770C101

 

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

 

		(a)		☐		Broker or dealer registered under section 15 of the Act (15 U.S.C. 78c).
		(b)		☐		Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
		(c)		☐		Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
		(d)		☐		Investment company registered under section 8 of the Investment Company Act (15 U.S.C. 80a-8).
		(e)		☐		An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E).
		(f)		☐		An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(ii)(F).
		(g)		☐		A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G).
		(h)		☐		A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
		(i)		☐		A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
		(j)		☐		A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J).
		(k)		☐		Group in accordance with § 240.13d-1(b)(ii)(J).

If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: 

 

Item 4.

Ownership

The information relating to the beneficial ownership of Common Stock by each of the Reporting Persons set forth in Rows 5 through 9 and Row 11 of the cover pages hereto is incorporated herein by reference.

The ownership percentage of each Reporting Person set forth in Row 11 of the cover pages hereto has been calculated based on an assumed total of 22,294,573 shares of Common Stock outstanding as of May 1, 2017, as reported in the Issuers Quarterly Report on Form 10-Q, as filed with the Commission on May 8, 2017.

 

Page 9 of 11 Pages

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CUSIP NO. 00770C101

 

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class securities, check the following  ☐

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group.

The Reporting Persons may be deemed to be members of a group with respect to the Common Stock owned of record by CCP, CCP2 and a separate account managed by CCM (the Separate Account). CCP is the record owner of 1,278,784 shares of Common Stock, CCP2 is the record owner of 337,405, and the Separate Account is the record owner of 474,267 shares of Common Stock.

 

Item 9.

Notice of Dissolution of Group.

Not applicable

 

Item 10.

Certifications

By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

Page 10 of 11 Pages

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SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: May 11, 2017

 

COLISEUM CAPITAL MANAGEMENT, LLC						COLISEUM CAPITAL, LLC
By:		/s/ Chivonne Cassar				By:		/s/ Chivonne Cassar
		Chivonne Cassar, Attorney-in-fact						Chivonne Cassar, Attorney-in-fact
COLISEUM CAPITAL PARTNERS, L.P.						COLISEUM CAPITAL PARTNERS II, L.P.
By:		Coliseum Capital, LLC, General Partner				By:		Coliseum Capital, LLC, General Partner
By:		/s/ Chivonne Cassar				By:		/s/ Chivonne Cassar
		Chivonne Cassar, Attorney-in-fact						Chivonne Cassar, Attorney-in-fact
CHRISTOPHER SHACKELTON						ADAM GRAY
By:		/s/ Chivonne Cassar				By:		/s/ Chivonne Cassar
		Chivonne Cassar, Attorney-in-fact						Chivonne Cassar, Attorney-in-fact