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Filing Details

Accession Number:: 0001515156-23-000031
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2023-03-13 19:37:22
Reporting Period:: 2023-03-09

Accepted Time:: 2023-03-13 19:37:22
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1515156	Advanced Emissions Solutions Inc.	ADES	Miscellaneous Chemical Products (2890)	275472457

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1962987	Jeremy Blank	C/O Advanced Emissions Solutions, Inc. 8051 E. Maplewood Avenue, Suite 210 Greenwood Village CO 80111		Yes	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2023-03-09	154,293	$4.00	477,573	No	4	S	Indirect	By YGF 100 LP.
Common Stock	Acquisiton	2023-03-09	630,619	$0.00	1,108,192	No	4	J	Indirect	By YGF 100 LP.
Common Stock	Acquisiton	2023-03-09	19,804	$0.00	19,804	No	4	J	Indirect	By Community SPV GP LP.
Series A Convertible Preferred Stock	Acquisiton	2023-03-09	737,657	$0.00	737,657	No	4	J	Indirect	By YGF 100 LP.
Series A Convertible Preferred Stock	Acquisiton	2023-03-09	23,166	$0.00	23,166	No	4	J	Indirect	By Community SPV GP LP.

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	By YGF 100 LP.
No	4	J	Indirect	By YGF 100 LP.
No	4	J	Indirect	By Community SPV GP LP.
No	4	J	Indirect	By YGF 100 LP.
No	4	J	Indirect	By Community SPV GP LP.

Footnotes

The shares reported on this row are held by YGF 100 LP ("YGF"). Jeremy Blank, a Director of the Issuer, is the ultimate control person of YGF. Mr. Blank is an investor in YGF and therefore is an indirect beneficial owner of a portion of these shares. Mr. Blank disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
Pursuant to that certain Share Buy Back Agreement, by and among Arq Limited and certain of its shareholders (the "Share Buy Back Agreement"), Arq Limited distributed shares of Common Stock, par value $0.001 per share (the "Common Stock") and shares of Series A Preferred Convertible Stock, par value $0.001 per share (the "Series A Preferred Stock"), to such shareholders in exchange for ordinary shares of Arq Limited held by such shareholders, in connection with the acquisition of Arq Limited by the Issuer. Pursuant to the Share Buy Back Agreement, certain shareholders of Arq Limited sold in the aggregate 90% of their ordinary shares in Arq and received in the aggregate 9.78 shares of Common Stock and 11.44 shares of Preferred Stock as consideration for every 1,000 ordinary shares in Arq sold (rounded down to the nearest whole share). The shares of the Issuer distributed in exchange for Arq Limited ordinary shares were valued at $4.00 per share.
The shares reported on this row are held by Community SPV GP LP. Mr. Blank is the ultimate control person of Community SPV GP LP. Mr. Blank is an investor in Community SPV GP LP and therefore is an indirect beneficial owner of a portion of these shares. Mr. Blank disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
Each share of Series A Preferred Stock will be automatically converted into a share of Common Stock upon approval by the holders of the percentage of Common Stock required to approve such conversion under the applicable rules of The Nasdaq Stock Market, without the need for any action on the part of the holders of the Series A Preferred Stock (the "Conversion Approval"). Each share of Series A Preferred Stock is deemed to have an original issue price of $4.00 per share (the "Original Issue Amount"). The number of shares of Common Stock issued upon conversion of each share of Series A Preferred Stock shall be equal to the product of (i) the sum of (A) the Original Issue Amount plus (B) an amount equal to the cumulative amount of the accrued and unpaid dividends on such share at such time (regardless of whether or not declared or funds for their payment are lawfully available) divided by (ii) the Original Issue Amount, subject to adjustment as provided in the Certificate of Designations.