Sec Form 4 Filing - BCP Energy Services Fund UGP, LLC @ Charah Solutions, Inc. - 2022-11-14

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
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)
11/14/2022
(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
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
Series B Preferred Stock $ 1.74 11/14/2022 J 30,000( 1 ) 02/14/2023 ( 2 ) Common Stock 17,241,380( 1 ) $ 1,000 30,000 I See Footnotes( 3 )( 4 )( 5 )
Reporting Owners
Reporting Owner Name / Address Relationshi ps
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
Charah Preferred Stock Aggregator, LP
400 CONVENTION STREET, SUITE 1010
BATON ROUGE, LA70802
X
Charah Preferred Stock Aggregator GP, LLC
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
/s/ BCP Energy Services Fund UGP, LLC, By: Jeffrey Jenkins, authorized representative; /s/ Jeffrey Jenkins 11/16/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to that certain Preferred Stock Purchase Agreement (the "Purchase Agreement"), dated November 14, 2022, by and among Charah Solutions, Inc. (the "Issuer") and the purchaser parties thereto, the Reporting Persons purchased 30,000 shares of the Issuer's Series B Preferred Stock. The Series B Preferred Stock will be convertible at the option of the Reporting Persons at any time after February 14, 2023 into the amount of shares of common stock per share of Series B Preferred Stock (such rate, the "Conversion Rate") equal to the quotient of (i) the Liquidation Preference (as defined in the Series B Preferred Stock Certificate of Designations) in effect on the conversion date divided by (ii) $1.74 (if converted on February 14, 2023), subject to customary anti-dilution adjustments and customary provisions related to partial dividend periods.
( 2 )The Series B Preferred Stock is perpetual and has no expiration date.
( 3 )Reflects securities held directly or indirectly by Charah Preferred Stock Aggregator, LP ("Aggregator LP"). 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 BCP Energy Services Fund, LP ("BCP Energy Services Fund"), Charah Preferred Stock Aggregator GP, LLC ("Aggregator GP") and BCP Energy Services Fund-A, LP ("BCP Energy Services Fund-A"). Aggregator GP is the sole General Partner of Aggregator LP. 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.
( 4 )(Continued from Footnote 4) 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, BCP Energy Services Fund, BCP Energy Services Fund-A, and Aggregator GP. Aggregator GP may be deemed to have and indirect pecuniary interest in the securities held by Aggregator LP 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, BCP Energy Services Fund, Aggregator GP and Aggregator LP are reported herein.
( 5 )(Continued from Footnote 5) 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 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.

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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.