Sec Form 4 Filing - BCP Energy Services Fund UGP, LLC @ Charah Solutions, Inc. - 2021-08-12

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
BCP Energy Services Fund UGP, LLC
2. Issuer Name and Ticker or Trading Symbol
Charah Solutions, Inc. [ CHRA]
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)
400 CONVENTION STREET, SUITE 1010
3. Date of Earliest Transaction (MM/DD/YY)
08/12/2021
(Street)
BATON ROUGE, LA70802
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 08/12/2021 S( 6 ) 21,392 ( 6 ) D ( 6 ) $ 4.8 ( 6 ) 2,877,619 ( 6 ) I See Footnotes ( 1 ) ( 2 ) ( 3 )
Common Stock 08/12/2021 S( 6 ) 53,207 ( 6 ) D ( 6 ) $ 4.8 ( 6 ) 7,157,209 ( 6 ) I See Footnotes ( 1 ) ( 2 ) ( 4 )
Common Stock 08/12/2021 S( 6 ) 38,401 ( 6 ) D ( 6 ) $ 4.8 ( 6 ) 5,165,517 ( 6 ) I See Footnotes ( 1 ) ( 2 ) ( 5 )
Common Stock 08/13/2021 S( 6 ) 10,412 ( 6 ) D ( 6 ) $ 4.8 ( 6 ) 2,867,207 ( 6 ) I See Footnotes ( 1 ) ( 2 ) ( 3 )
Common Stock 08/13/2021 S( 6 ) 25,897 ( 6 ) D ( 6 ) $ 4.8 ( 6 ) 7,131,312 ( 6 ) I See Footnotes ( 1 ) ( 2 ) ( 4 )
Common Stock 08/13/2021 S( 6 ) 18,691 ( 6 ) D ( 6 ) $ 4.8 ( 6 ) 5,146,826 ( 6 ) I See Footnotes ( 1 ) ( 2 ) ( 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BCP Energy Services Fund UGP, LLC
400 CONVENTION STREET, SUITE 1010
BATON ROUGE, LA70802
X
BCP Energy Services Fund GP, LP
400 CONVENTION STREET, SUITE 1010
BATON ROUGE, LA70802
X
BCP ENERGY SERVICES FUND-A, LP
400 CONVENTION STREET, SUITE 1010
BATON ROUGE, LA70802
X
BCP ENERGY SERVICES FUND, LP
400 CONVENTION STREET, SUITE 1010
BATON ROUGE, LA70802
X
Charah Holdings GP LLC
400 CONVENTION STREET, SUITE 1010
BATON ROUGE, LA70802
X
Charah Holdings LP
400 CONVENTION STREET, SUITE 1010
BATON ROUGE, LA70802
X
JENKINS JEFFREY SCOTT
400 CONVENTION STREET, SUITE 1010
BATON ROUGE, LA70802
X
BERNHARD JAMES M JR
400 CONVENTION STREET, SUITE 1010
BATON ROUGE, LA70802
X
Signatures
BCP Energy Services Fund UGP, LLC, By: Jeffrey Jenkins, Authorized Person; /s/ Jeffrey Jenkins 08/16/2021
Signature of Reporting Person Date
BCP Energy Services Fund GP, LP, By: BCP Energy Services Fund UGP, LLC, its general partner, By: Jeffrey Jenkins, Authorized Person; /s/ Jeffrey Jenkins 08/16/2021
Signature of Reporting Person Date
BCP Energy Services Fund-A, LP, By: BCP Energy Services Fund GP, LP, its general partner, By: BCP Energy Services Fund UGP, LLC, its general partner, By: Jeffrey Jenkins, Authorized Person; /s/ Jeffrey Jenkins 08/16/2021
Signature of Reporting Person Date
BCP Energy Services Fund, LP, By: BCP Energy Services Fund GP, LP, its general partner, By: BCP Energy Services Fund UGP, LLC, its general partner, By: Jeffrey Jenkins, Authorized Person; /s/ Jeffrey Jenkins 08/16/2021
Signature of Reporting Person Date
Charah Holdings GP LLC, By: Mark Spender, Authorized Person; /s/ Mark Spender 08/16/2021
Signature of Reporting Person Date
Charah Holdings LP, By: Charah Holdings GP LLC, its general partner, By: Mark Spender, Authorized Person; /s/ Mark Spender 08/16/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )BCP Energy Services Fund UGP, LLC ("BCP Energy Services Fund UGP ") is the sole general partner of BCP Energy Services Fund GP, LP ("BCP Energy Services Fund GP "), which is the sole general partner of both BCP Energy Services Fund, LP ("BCP Energy Services Fund") and BCP Energy Services Fund-A, LP ("BCP Energy Services Fund-A"). BCP Energy Services Fund, LP and BCP Energy Services Fund-A, LP have dispositive voting power over Charah Holdings GP LLC ("Charah Holdings GP"), which is the sole general partner of Charah Holdings LP ("Charah Holdings"). BCP Energy Services Fund UGP is managed by J.M. Bernhard, Jr. and Jeffrey Jenkins. By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (i) each of Messrs. Bernhard and Jenkins, BCP Energy Services Fund UGP and BCP Energy Services Fund GP may be deemed to have an indirect pecuniary interest in the securities held directly by Charah Holdings,
( 2 )(Continued from footnote 1) BCP Energy Services Fund and BCP Energy Services Fund-A and each of BCP Energy Services Fund and BCP Energy Services Fund-A may be deemed to have an indirect pecuniary interest in the securities held directly by Charah Holdings. In accordance with Instruction 4(b)(iv), the entire amount of the securities held by each of Charah Holdings, BCP Energy Services Fund and BCP Energy Services Fund-A are reported herein. Each reporting person disclaims beneficial ownership of any securities that are not directly owned by such reporting person, except to the extent of their indirect pecuniary interest therein. Each r eporting person disclaims beneficial ownership of any securities that are not directly owned by such reporting person, except to the extent of their indirect pecuniary interest therein.
( 3 )Shares held directly by Charah Holdings LP.
( 4 )Shares held directly by BCP Energy Services Fund-A, LP.
( 5 )Shares held directly by BCP Energy Services Fund, LP.
( 6 )Represents shares of common stock, par value $0.01, sold by such Reporting Person in open market transactions pursuant to a Rule 10b5-1 plan under the Securities Act of 1934, as amended, and as a selling stockholder pursuant to a registration statement on Form S-3 (Registration No. 333-256047), filed with the Securities and Exchange Commission by the Issuer on May 12, 2021.

Remarks:
Charah Holdings, BCP Energy Services Fund and BCP Energy Services Fund-A are parties to a Stockholders' Agreement (the "Stockholders' Agreement"), pursuant to which Charah Holdings, BCP Energy Services Fund and BCP Energy Services Fund-A have the right to nominate designees to the Board of Directors of the Issuer, subject to ownership thresholds set forth in the Stockholders' Agreement. As a result, each Reporting Person herein may be deemed a director by deputization for the purposes of Section 16 of the Exchange Act. 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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