|
☐
|
Rule 13d-1(b)
|
☐
|
Rule 13d-1(c)
|
☒
|
Rule 13d-1(d)
|
* |
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form
with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
CEP Holdings, Inc.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
||||
(a) ☐
|
|||||
(b) ☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Kentucky
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
4,605,465
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
4,605,465
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
4,605,465 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
15.2% (2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (see instructions)
|
|
|
||
CO
|
|
|
|||
|
|
(1) |
Represents shares of common stock beneficially owned as of the date of this filing.
|
(2) |
The percentage is based on 30,208,034 shares of Common Stock, par value $0.01 per share (“Common
Stock”), of Charah Solutions, Inc. (the “Issuer”) outstanding as of March 13, 2019, as reported in the Issuer’s Definitive Proxy Statement filed on March 29, 2019.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Charles E. Price
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
||||
(a) ☐
|
|||||
(b) ☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
United States
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0 |
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
4,605,465
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
4,605,465
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
4,605,465 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
15.2% (2) |
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (see instructions)
|
|
|
||
IN |
|
|
|||
|
|
(1) |
Represents shares of common stock beneficially owned as of the date of this filing.
|
(2) |
The percentage is based on 30,208,034 shares of Common Stock, par value $0.01 per share (“Common
Stock”), of Charah Solutions, Inc. (the “Issuer”) outstanding as of March 13, 2019, as reported in the Issuer’s Definitive Proxy Statement filed on March 29, 2019.
|
|
(a)
|
☐
|
Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o).
|
|
|
|
|
|
(b)
|
☐
|
Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).
|
|
|
|
|
|
(c)
|
☐
|
Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).
|
|
|
|
|
|
(d)
|
☐
|
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
|
|
|
|
|
|
(e)
|
☐
|
Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
|
|
|
|
|
|
(f)
|
☐
|
Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
|
|
|
|
|
|
(g)
|
☐
|
Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
|
|
|
|
|
|
(h)
|
☐
|
Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
|
|
|
|
|
|
(i)
|
☐
|
Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15
U.S.C. 80a-3).
|
|
(j)
|
☐
|
Non-U.S. institution, in accordance with § 240.13d-1(b)(1)(ii)(J).
|
|
|
|
|
|
(k)
|
☐
|
Group in accordance with §240.13d-1(b)(1)(ii)(K).
|
|
If filing as a non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J), please specify the type of institution: __________ .
Not applicable.
|
CEP HOLDINGS INC.
|
||
By:
|
/s/ Charles E. Price
|
|
Name:
|
Charles E. Price
|
|
Title:
|
CEO
|
CHARLES E. PRICE
|
|
/s/ Charles E. Price
|
Exhibit
Number
|
Title
|
Joint Filing Agreement, dated as of April 29, 2019, as required by Rule 13d-1(k)(1) under the Securities
Exchange Act of 1934, as amended.
|
CEP HOLDINGS INC.
|
||
By:
|
/s/ Charles E. Price
|
|
Name:
|
Charles E. Price
|
|
Title:
|
CEO |
CHARLES E. PRICE
|
|
/s/ Charles E. Price
|