Charles K. Thompson - Feb 23, 2022 Form 4 Insider Report for Nuverra Environmental Solutions, Inc. (NES)

Signature
/s/ Joseph M. Crabb, attorney-in-fact
Stock symbol
NES
Transactions as of
Feb 23, 2022
Transactions value $
$0
Form type
4
Date filed
2/23/2022, 05:34 PM
Previous filing
Oct 4, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NES Common Stock Disposed to Issuer -265K -100% 0 Feb 23, 2022 Direct F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Charles K. Thompson is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 On February 23, 2022, pursuant to the Agreement and Plan of Merger, dated December 12, 2021 (the "Merger Agreement"), (i) a direct wholly owned subsidiary of Select Energy Services, Inc. ("Select") merged with and into the Issuer, with the Issuer surviving as a direct wholly owned subsidiary of Select (the "Initial Merger"), and (ii) immediately following the Initial Merger, the Issuer merged with and into an indirect wholly owned subsidiary of Select ("Holdco"), with Holdco surviving the merger as an indirect wholly owned subsidiary of Select (the "Subsequent Merger" and, together with the Initial Merger, the "Mergers").
F2 (Continued from Footnote 1) On February 23, 2022, pursuant to the Merger Agreement, each share of the Issuer's common stock issued and outstanding prior to the effective time of the Initial Merger was converted into the right to receive a number of shares of Select's Class A common stock (the "Class A Common Stock") equal to 0.2551 per share. On February 23, 2022, the per share closing price of the Class A Common Stock was $8.53.

Remarks:

Chief Executive Officer, Director and Chairman of the Board