Sec Form 4 Filing - Ascribe Capital LLC @ Nuverra Environmental Solutions, Inc. - 2018-12-28

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Ascribe Capital LLC
2. Issuer Name and Ticker or Trading Symbol
Nuverra Environmental Solutions, Inc. [ NONE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
299 PARK AVENUE, 34TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
12/28/2018
(Street)
NEW YORK, NY10171
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/28/2018 X( 1 ) 1,495,607 A $ 9.61 6,905,566 D ( 3 ) ( 4 ) ( 5 )
Common Stock 12/28/2018 P( 2 ) 116,313 A $ 9.61 7,021,879 D ( 3 ) ( 4 ) ( 5 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Subscription Rights (Right to buy) $ 9.61 12/28/2018 X( 1 ) 1,495,607 12/10/2018 12/28/2018 Common Stock 1,495,607 $ 0 0 D ( 3 ) ( 4 ) ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ascribe Capital LLC
299 PARK AVENUE, 34TH FLOOR
NEW YORK, NY10171
X
AMERICAN SECURITIES LLC
299 PARK AVENUE
NEW YORK, NY10171
X
Ascribe III Investments LLC
299 PARK AVENUE, 34TH FLOOR
NEW YORK, NY10171
X
Ascribe Opportunities Fund III, L.P.
299 PARK AVENUE, 34TH FLOOR
NEW YORK, NY10171-8000
X
Ascribe Opportunities Fund III(B), L.P.
299 PARK AVENUE, 34TH FLOOR
NEW YORK, NY10171-8000
X
Ascribe Associates III, LLC
299 PARK AVENUE, 34TH FLOOR
NEW YORK, NY10171
X
Signatures
Ascribe Capital LLC, By:/s/ Lawrence First, as Managing Director 01/02/2019
Signature of Reporting Person Date
American Securities LLC, By Ascribe Capital LLC, its investment manager, By:/s/ Michael G. Fisch, as Chief Executive Officer 01/02/2019
Signature of Reporting Person Date
Ascribe III Investments LLC, By Ascribe Capital LLC, its investment manager, By:/s/ Lawrence First, as Managing Director 01/02/2019
Signature of Reporting Person Date
Ascribe Opportunities Fund III, L.P., By Ascribe Capital LLC, its investment manager, By:/s/ Lawrence First, as Managing Director 01/02/2019
Signature of Reporting Person Date
Ascribe Opportunities Fund III(B), L.P., By Ascribe Capital LLC, its investment manager, By:/s/ Lawrence First, as Managing Director 01/02/2019
Signature of Reporting Person Date
Ascribe Associates III, LLC, By American Securities LLC, its managing member, By:/s/ Michael G. Fisch, as Chief Executive Officer 01/02/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the exercise of subscription rights in the Nuverra Environmental Solutions, Inc. ("Nuverra") rights offering, as described in Nuverra's prospectus dated December 10, 2018, 2018 (the "Rights Offering") by Ascribe II Investments LLC ("Fund II") and Ascribe III Investments LLC ("Fund III"), with each right entitling the holder to purchase one share of Nuverra's common stock, resulting in the purchase by Fund II and Fund III of 121,534 and 1,374,073 shares of Nuverra's common stock, respectively.
( 2 )Represents the purchase by Fund II and Fund III of 9,444 and 106,869 shares, respectively, of Nuverra's common stock, pursuant to the backstop commitment letter, dated October 5, 2018, filed as exhibit 10.11 to Nuverra's Current Report on Form 8-K filed with the SEC on October 11, 2018.
( 3 )Ascribe Capital LLC ("Ascribe Capital") is the investment manager of Fund III. Ascribe Management LLC ("Ascribe Management") is the investment manager of Fund II (Fund II, together with Fund III, the "Funds"). The Funds hold common stock, par value $0.01, of the issuer. American Securities LLC ("American Securities") is the 100% owner of Ascribe Capital and Ascribe Management. Ascribe Opportunities Fund III, L.P. ("Opportunities III") and Ascribe Opportunities Fund III(B), L.P. ("Opportunities III(B)") are the sole members of Fund III. Ascribe Associates III, LLC ("Associates III") is the general partner of Opportunities III and Opportunities III(B). Ascribe Opportunities Fund II, L.P. ("Opportunities II") and Ascribe Opportunities Fund II(B), L.P. ("Opportunities II(B)") are the sole members of Fund II. Ascribe Associates II, LLC ("Associates II") is the general partner of Opportunities II and Opportunities II(B).
( 4 )Each of Ascribe Capital, Ascribe Management, American Securities, Associates III, Opportunities III, Opportunities III(B), Associates II, Opportunities II and Opportunities II(B), may be deemed to share beneficial ownership of the common stock of the issuer held by the Funds. Each of Ascribe Capital, Ascribe Management, American Securities, Associates III, Opportunities III, Opportunities III(B), Associates II, Opportunities II and Opportunities II(B), disclaims beneficial ownership of the common stock held by the Funds, except to the extent of its pecuniary interests.
( 5 )Due to the limitations of the Securities and Exchange Commission's EDGAR system, Ascribe Management, Fund II, Associates II, Opportunities II and Opportunities II(B), have filed a separate Form 4.

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