Sec Form 4 Filing - Rasmus Robert E. @ Advanced Emissions Solutions, Inc. - 2023-07-17

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
Rasmus Robert E.
2. Issuer Name and Ticker or Trading Symbol
Advanced Emissions Solutions, Inc. [ ADES]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
C/O ADVANCED EMISSIONS SOLUTIONS, INC., 8051 E MAPLEWOOD AVE STE 210
3. Date of Earliest Transaction (MM/DD/YY)
07/17/2023
(Street)
GREENWOOD VILLAGE, CO80111
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 07/17/2023 A( 1 ) 422,221 A $ 1.8947 422,221 D
Common Stock 07/17/2023 A( 1 ) 527,779 A $ 1.8947 527,779 I By RER Legacy Investments II LLC. ( 2 )
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
Stock Option (right to buy) $ 3 07/17/2023 A 1,000,000 ( 3 ) 07/17/2033 Common Stock 1,000,000 $ 0 1,000,000 D
Restricted Stock Units ( 4 ) 07/17/2023 A 400,000 ( 5 ) ( 5 ) Common Stock 400,000 $ 0 400,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Rasmus Robert E.
C/O ADVANCED EMISSIONS SOLUTIONS, INC.
8051 E MAPLEWOOD AVE STE 210
GREENWOOD VILLAGE, CO80111
X Chief Executive Officer
Signatures
/s/ Robert E. Rasmus 07/19/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Mr. Rasmus agreed to acquire the shares of the Issuer's common stock, par value $0.001 (the "Common Stock"), reported on this row from the Company for cash pursuant to a subscription agreement entered into with the Issuer.
( 2 )The shares of Common Stock reported on this row are held by RER Legacy Investments II LLC ("RER Legacy"). Mr. Rasmus is the ultimate control person of RER Legacy, and an indirect beneficial owner of these shares. Mr. Rasmus disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
( 3 )Represents options to purchase Common Stock granted to Mr. Rasmus as an employment inducement award. The options will vest ratably in three equal annual installments on each anniversary of the date of grant.
( 4 )Represents restricted stock units ("RSUs") granted to Mr. Rasmus as an employment inducement award. Each RSU represents the right to receive one share of Common Stock upon vesting and settlement.
( 5 )250,000 RSUs vest when the volume weighted average price ("VWAP") of the Common Stock over a 30-day period equals $10.00 per share and 150,000 RSUs vest when the VWAP over a 30-day period equals $15.00 per share, in each case, prior to the third anniversary of the date of grant.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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