Sec Form 4 Filing - Price Charles E @ Charah Solutions, Inc. - 2018-06-18

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
Price Charles E
2. Issuer Name and Ticker or Trading Symbol
Charah Solutions, Inc. [ CHRA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
12601 PLANTSIDE DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
06/18/2018
(Street)
LOUISVILLE, KY40299
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 06/18/2018 A 4,605,465 A 4,605,465 I See Footnotes ( 2 ) ( 3 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Price Charles E
12601 PLANTSIDE DRIVE
LOUISVILLE, KY40299
X X Chief Executive Officer
CEP HOLDINGS, INC.
12601 PLANTSIDE DRIVE
LOUISVILLE, KY40299
X X
Signatures
/s/ Charles E. Price, By: Bruce Kramer, authorized representative; /s/ Bruce Kramer 06/20/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Such reporting person acquired these securities in accordance with that certain Master Reorganization Agreement, dated June 13, 2018, by and among Charah Solutions, Inc. (the "Issuer"), such reporting person and the other parties thereto.
( 2 )Shares held directly by CEP Holdings, Inc.
( 3 )Charles E. Price is the sole stockholder and director of CEP Holdings, Inc. and, in such capacity, may be deemed to be a beneficial owner of the common stock held by CEP Holdings, Inc.

Remarks:
In connection with the closing of the Issuer's initial public offering, CEP Holdings, Inc. ("CEP Holdings") entered into the Stockholders' Agreement (the "Stockholders' Agreement"), pursuant to which CEP Holdings has the right to nominate Charles E. Price to the Board of Directors of the Issuer, subject to Mr. Price's continuing status as Chief Executive officer or ownership thresholds set forth in the Stockholders' Agreement. As a result, CEP Holdings, Inc. may be deemed a director by deputization for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended. In addition, the Reporting Persons may be deemed to be members of a group holding over 10% of the outstanding Common Stock of the Issuer for the purposes of Section 13(d)(3) of the Exchange Act.

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