BCP Energy Services Fund GP Form 4 Charah Solutions / JAMES M BERNHARD JR ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BCP Energy Services Fund UGP, LLC

(Last)

(First)

(Middle)

400 CONVENTION STREET, SUITE 1010

(Street)

BATON ROUGE

70802

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Charah Solutions, Inc. [ CHRA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/14/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Preferred Stock	$1.74	11/14/2022		J		30,000⁽¹⁾		02/14/2023	⁽²⁾	Common Stock	17,241,380⁽¹⁾	$1,000	30,000	I	See Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾

1. Name and Address of Reporting Person^*

BCP Energy Services Fund UGP, LLC

(Last)

(First)

(Middle)

400 CONVENTION STREET, SUITE 1010

(Street)

BATON ROUGE

70802

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BCP Energy Services Fund GP, LP

(Last)

(First)

(Middle)

400 CONVENTION STREET, SUITE 1010

(Street)

BATON ROUGE

70802

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Charah Preferred Stock Aggregator, LP

(Last)

(First)

(Middle)

400 CONVENTION STREET, SUITE 1010

(Street)

BATON ROUGE

70802

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Charah Preferred Stock Aggregator GP, LLC

(Last)

(First)

(Middle)

400 CONVENTION STREET, SUITE 1010

(Street)

BATON ROUGE

70802

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BCP ENERGY SERVICES FUND-A, LP

(Last)

(First)

(Middle)

400 CONVENTION STREET, SUITE 1010

(Street)

BATON ROUGE

70802

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BCP ENERGY SERVICES FUND, LP

(Last)

(First)

(Middle)

400 CONVENTION STREET, SUITE 1010

(Street)

BATON ROUGE

70802

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Charah Holdings GP LLC

(Last)

(First)

(Middle)

400 CONVENTION STREET, SUITE 1010

(Street)

BATON ROUGE

70802

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Charah Holdings LP

(Last)

(First)

(Middle)

400 CONVENTION STREET, SUITE 1010

(Street)

BATON ROUGE

70802

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

JENKINS JEFFREY SCOTT

(Last)

(First)

(Middle)

400 CONVENTION STREET, SUITE 1010

(Street)

BATON ROUGE

70802

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BERNHARD JAMES M JR

(Last)

(First)

(Middle)

400 CONVENTION STREET, SUITE 1010

(Street)

BATON ROUGE

70802

(City)

(State)

(Zip)

Explanation of Responses:

1. Pursuant to that certain Preferred Stock Purchase Agreement (the "Purchase Agreement"), dated November 14, 2022, by and among Charah Solutions, Inc. (the "Issuer") and the purchaser parties thereto, the Reporting Persons purchased 30,000 shares of the Issuer's Series B Preferred Stock. The Series B Preferred Stock will be convertible at the option of the Reporting Persons at any time after February 14, 2023 into the amount of shares of common stock per share of Series B Preferred Stock (such rate, the "Conversion Rate") equal to the quotient of (i) the Liquidation Preference (as defined in the Series B Preferred Stock Certificate of Designations) in effect on the conversion date divided by (ii) $1.74 (if converted on February 14, 2023), subject to customary anti-dilution adjustments and customary provisions related to partial dividend periods.

2. The Series B Preferred Stock is perpetual and has no expiration date.

3. Reflects securities held directly or indirectly by Charah Preferred Stock Aggregator, LP ("Aggregator LP"). BCP Energy Services Fund UGP, LLC ("BCP Energy Services Fund UGP ") is the sole general partner of BCP Energy Services Fund GP, LP ("BCP Energy Services Fund GP "), which is the sole general partner of BCP Energy Services Fund, LP ("BCP Energy Services Fund"), Charah Preferred Stock Aggregator GP, LLC ("Aggregator GP") and BCP Energy Services Fund-A, LP ("BCP Energy Services Fund-A"). Aggregator GP is the sole General Partner of Aggregator LP. BCP Energy Services Fund, LP and BCP Energy Services Fund-A, LP have dispositive voting power over Charah Holdings GP LLC ("Charah Holdings GP"), which is the sole general partner of Charah Holdings LP ("Charah Holdings"). BCP Energy Services Fund UGP is managed by J.M. Bernhard, Jr. and Jeffrey Jenkins.

4. (Continued from Footnote 4) By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (i) each of Messrs. Bernhard and Jenkins, BCP Energy Services Fund UGP and BCP Energy Services Fund GP may be deemed to have an indirect pecuniary interest in the securities held directly by Charah Holdings, BCP Energy Services Fund, BCP Energy Services Fund-A, and Aggregator GP. Aggregator GP may be deemed to have and indirect pecuniary interest in the securities held by Aggregator LP and each of BCP Energy Services Fund and BCP Energy Services Fund-A may be deemed to have an indirect pecuniary interest in the securities held directly by Charah Holdings. In accordance with Instruction 4(b)(iv), the entire amount of the securities held by each of Charah Holdings, BCP Energy Services Fund, BCP Energy Services Fund, Aggregator GP and Aggregator LP are reported herein.

5. (Continued from Footnote 5) Each reporting person disclaims beneficial ownership of any securities that are not directly owned by such reporting person, except to the extent of their indirect pecuniary interest therein. Each reporting person disclaims beneficial ownership of any securities that are not directly owned by such reporting person, except to the extent of their indirect pecuniary interest therein.

Remarks:

	/s/ BCP Energy Services Fund UGP, LLC, By: Jeffrey Jenkins, authorized representative; /s/ Jeffrey Jenkins	11/16/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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BCP Energy Services Fund GP Form 4Charah Solutions / JAMES M BERNHARD JR ownership change