0001515156-23-000032.txt : 20230313
0001515156-23-000032.hdr.sgml : 20230313
20230313193735
ACCESSION NUMBER: 0001515156-23-000032
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230309
FILED AS OF DATE: 20230313
DATE AS OF CHANGE: 20230313
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Campbell-Breeden Richard
CENTRAL INDEX KEY: 0001963344
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37822
FILM NUMBER: 23728794
MAIL ADDRESS:
STREET 1: 30A BROOK STREET
CITY: LONDON
STATE: X0
ZIP: W1K 5DJ
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Advanced Emissions Solutions, Inc.
CENTRAL INDEX KEY: 0001515156
STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS CHEMICAL PRODUCTS [2890]
IRS NUMBER: 275472457
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 8051 E. MAPLEWOOD AVE., STE 210
CITY: GREENWOOD VILLAGE
STATE: CO
ZIP: 80111
BUSINESS PHONE: 720-598-3500
MAIL ADDRESS:
STREET 1: 8051 E. MAPLEWOOD AVE., STE 210
CITY: GREENWOOD VILLAGE
STATE: CO
ZIP: 80111
4
1
wf-form4_167875064452153.xml
FORM 4
X0306
4
2023-03-09
0
0001515156
Advanced Emissions Solutions, Inc.
ADES
0001963344
Campbell-Breeden Richard
C/O ADVANCED EMISSIONS SOLUTIONS, INC.
8051 E. MAPLEWOOD AVENUE, SUITE 210
GREENWOOD VILLAGE
CO
80111
1
0
0
0
Common Stock
2023-03-09
4
J
0
3386
A
3386
D
Common Stock
2023-03-09
4
J
0
41101
A
93843
I
By Omeshorn Holdings Limited.
Series A Convertible Preferred Stock
2023-03-09
4
J
0
3961
A
3961
D
Series A Convertible Preferred Stock
2023-03-09
4
J
0
48077
A
48077
I
By Omeshorn Holdings Limited.
Pursuant to that certain Share Buy Back Agreement, by and among Arq Limited and certain of its shareholders (the "Share Buy Back Agreement"), Arq Limited distributed shares of Common Stock, par value $0.001 per share (the "Common Stock") and shares of Series A Preferred Convertible Stock, par value $0.001 per share (the "Series A Preferred Stock"), to such shareholders in exchange for ordinary shares of Arq Limited held by such shareholders, in connection with the acquisition of Arq Limited by the Issuer. Pursuant to the Share Buy Back Agreement, certain shareholders of Arq Limited sold in the aggregate 90% of their ordinary shares in Arq and received in the aggregate 9.78 shares of Common Stock and 11.44 shares of Preferred Stock as consideration for every 1,000 ordinary shares in Arq sold (rounded down to the nearest whole share). The shares of the Issuer distributed in exchange for Arq Limited ordinary shares were valued at $4.00 per share.
The shares reported on this row are held by Omeshorn Holdings Ltd. Richard Campbell-Breeden, a Director of the Issuer, is a director of Omeshorn Holdings Ltd. and therefore is an indirect beneficial owner of the securities reported herein.
Each share of Series A Preferred Stock will be automatically converted into a share of Common Stock upon approval by the holders of the percentage of Common Stock required to approve such conversion under the applicable rules of The Nasdaq Stock Market, without the need for any action on the part of the holders of the Series A Preferred Stock (the "Conversion Approval"). Each share of Series A Preferred Stock is deemed to have an original issue price of $4.00 per share (the "Original Issue Amount"). The number of shares of Common Stock issued upon conversion of each share of Series A Preferred Stock shall be equal to the product of (i) the sum of (A) the Original Issue Amount plus (B) an amount equal to the cumulative amount of the accrued and unpaid dividends on such share at such time (regardless of whether or not declared or funds for their payment are lawfully available) divided by (ii) the Original Issue Amount, subject to adjustment as provided in the Certificate of Designations.
/s/ Richard Campbell-Breeden
2023-03-13