0001515156-24-000011.txt : 20240125 0001515156-24-000011.hdr.sgml : 20240125 20240125163046 ACCESSION NUMBER: 0001515156-24-000011 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230309 FILED AS OF DATE: 20240125 DATE AS OF CHANGE: 20240125 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: McIntyre Julian Alexander CENTRAL INDEX KEY: 0001963363 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-37822 FILM NUMBER: 24562597 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] ORGANIZATION NAME: 08 Industrial Applications and Services 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/A 1 wk-form4a_1706218235.xml FORM 4/A X0508 4/A 2023-03-09 2023-03-13 0 0001515156 Advanced Emissions Solutions, Inc. ADES 0001963363 McIntyre Julian Alexander C/O ADVANCED EMISSIONS SOLUTIONS, INC. 8051 E. MAPLEWOOD AVENUE, SUITE 210 GREENWOOD VILLAGE CO 80111 1 0 0 0 0 Common Stock 2023-03-09 4 J 0 159567 A 159567 I By MWB Limited Common Stock 2023-03-09 4 J 0 17974 A 17974 I By Markham Fuels Management Limited Series A Convertible Preferred Stock 2023-03-09 4 J 0 186651 A 186651 I By MWB Limited Series A Convertible Preferred Stock 2023-03-09 4 J 0 21025 A 21025 I By Markham Fuels Management Limited On March 13, 2023, the reporting person filed a Form 4 which inadvertendly omitted certain indirect beneficial ownership interests in the issuer's Common Stock and Series A Convertible Preferred Stock. As reported in this amendment, the reporting person indirectly owned additional interests in the issuer's Common Stock and Series A Convertible Preferred Stock through their control of Markham Fuels Management Limited, and control of Allard Services Limited, which controls MWB Limited. This amended filing on Form 4/A reflects the shares obtained by Markham Fuels Management Limited and MWB Limited in the transaction. 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 MWB Limited, which is controlled by Allard Services Limited. Julian McIntyre, a Director of the Issuer, controls Allard Services Limited and therefore may be deemed to be an indirect beneficial owner of the securities reported herein. The shares reported on this row are held by Markham Fuels Management Limited. Julian McIntyre, a Director of the Issuer, controls Markham Fuels Management Limited 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/ Julian Alexander McIntyre 2024-01-25