Sec Form 4 Filing - LASRY MARC @ ESTRE USA INC. - 2017-12-21

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
LASRY MARC
2. Issuer Name and Ticker or Trading Symbol
ESTRE USA INC. [ BLVD]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O BOULEVARD ACQUISITION CORP. II, 399 PARK AVENUE, 6TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
12/21/2017
(Street)
NEW YORK, NY10022
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
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
Private Placement Warrant $ 11.5 12/21/2017 D 3,654,885 ( 1 ) ( 2 ) Class A Common Stock 3,654,885 $ 0 ( 3 ) 5,851,365 I See footnote ( 4 )
Class B Common Stock, par value $.0001 per share ( 5 ) 12/21/2017 D 3,598,990 ( 5 ) ( 5 ) Class A Common Stock 3,598,990 $ 0 ( 6 ) 5,327,258 I See footnote ( 4 )
Class B Common Stock, par value $.0001 per share ( 5 ) 12/21/2017 S 300,000 ( 5 ) ( 5 ) Class A Common Stock 300,000 $ 0.002 ( 7 ) 5,027,258 I See footnote ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LASRY MARC
C/O BOULEVARD ACQUISITION CORP. II
399 PARK AVENUE, 6TH FLOOR
NEW YORK, NY10022
X X
Signatures
/s/ Alan I. Annex, Attorney in Fact 12/26/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The warrants will become exercisable 30 days after the conssumation of the business combination which occured on December 21, 2017 (the "Transaction") pursuant to the Amended and Restated Business Combination Agreement, dated as of September 11, 2017, as amended, by and among the Boulevard Acquisition Corp. II ("Boulevard"), Estre Ambiental S.A. ("Estre"), Boulevard Acquisition Corp II Cayman Holding Company and BII Merger Sub Corp.
( 2 )The warrants expire five years after the completion of the Transaction or earlier upon redemption or liquidation.
( 3 )Disposed of pursuant to the Warrant Forfeiture Agreement, dated as of December 13, 2017, by and among Boulevard Acquisition Sponsor II, LLC (the "Sponsor"), Boulevard and Estre pursuant to which the Sponsor agreed to forfeit to Boulevard, for no consideration, 3,654,885 warrants to purchase shares of Boulevard Class A common stock $0.0001.
( 4 )The securities are held directly by the Sponsor and indirectly by Sonia E. Gardner, Marc Lasry and Stephen S. Trevor, who are the managing members of the Sponsor. Each of Mr. Lasry, Ms. Gardner and Mr. Trevor disclaim beneficial ownership of such securities except to the extent of their respective pecuniary interest therein.
( 5 )The shares of the Company's Class B common stock, par value $0.0001 per share (the "Class B Common Stock"), were convertable into shares of Class A common stock at the time of the Transaction on a one-for-one basis.
( 6 )Disposed of pursuant to the Forfeiture and Waiver Agreement, dated August 15, 2017, as amended, by and among Boulevard, Estre and the Sponsor pursuant to which the Sponsor agreed to forfeit and surrender to Boulevard, for no consideration, 3,598,990 shares of the Class B Common Stock.
( 7 )Transferred pursuant to the Stock Purchase Agreement, dated as of April 7, 2017, by and among EcoPower Solutions, LLC and the Sponsor.

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