Sec Form 4 Filing - Skidmore Joseph @ Charah Solutions, Inc. - 2023-07-13

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
Skidmore Joseph
2. Issuer Name and Ticker or Trading Symbol
Charah Solutions, Inc. [ CHRA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Former Chief Financial Officer
(Last) (First) (Middle)
12601 PLANTSIDE DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
07/13/2023
(Street)
LOUISVILLE, KY40299
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 07/13/2023 D 1,310 ( 2 ) D 0 D
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
Performance Share Units ( 4 ) 07/13/2023 D 493 ( 3 ) ( 4 ) ( 4 ) Common Stock 493 ( 3 ) ( 4 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Skidmore Joseph
12601 PLANTSIDE DRIVE
LOUISVILLE, KY40299
Former Chief Financial Officer
Signatures
/s/ Joe Skidmore by Steven A. Brehm, attorney-in-fact 07/17/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Disposed of on July 13, 2023 (the "Merger Date") as a result of the merger pursuant to the previously announced Agreement and Plan of Merger, dated as of April 16, 2023, by and among Charah Solutions, Inc. (the "Company"), Acquisition Parent 0423, Inc. and Acquisition Sub April 2023, Inc. (the "Merger Agreement"). Pursuant to the Merger Agreement, each issued and outstanding share of common stock, par value $0.01 per share, of the Company was converted on the Merger Date into the right to receive cash in the amount of $6.00 per share (the "Merger Consideration").
( 2 )Amount includes 293 shares vested from the 2021 RSU award, from which 106 shares were withheld to pay resulting taxes, and 618 shares vested from the 2022 RSU award, from which 224 shares were withheld to pay resulting taxes. On the Merger Date and pursuant to the Merger Agreement, the vested RSUs were converted into the right to receive the Merger Consideration.
( 3 )On the Merger Date and pursuant to the Merger Agreement, 376 shares vested from the 2021 PSU award, from which 136 shares were withheld to pay resulting taxes, and 397 shares vested from the 2022 PSU award, from which 144 shares were withheld to pay resulting taxes.
( 4 )On the Merger Date and pursuant to the Merger Agreement, the performance share units were converted into the right to receive the Merger Consideration.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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