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)
11/21/2022

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)
Common Stock	11/21/2022		P		47,707	A	$0.76⁽⁶⁾	3,009,381⁽⁷⁾	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾
Common Stock	11/21/2022		P		118,656	A	$0.76⁽⁶⁾	7,484,926	I	See Footnotes⁽¹⁾⁽²⁾⁽⁴⁾
Common Stock	11/21/2022		P		85,637	A	$0.76⁽⁶⁾	5,402,038	I	See Footnotes⁽¹⁾⁽²⁾⁽⁵⁾
Common Stock	11/22/2002		P		45,435	A	$1.03⁽⁸⁾	3,054,816	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾
Common Stock	11/22/2002		P		113,006	A	$1.03⁽⁸⁾	7,597,932	I	See Footnotes⁽¹⁾⁽²⁾⁽⁴⁾
Common Stock	11/22/2002		P		81,559	A	$1.03⁽⁸⁾	5,483,597	I	See Footnotes⁽¹⁾⁽²⁾⁽⁵⁾

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)

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^*

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. 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 both BCP Energy Services Fund, LP ("BCP Energy Services Fund") and BCP Energy Services Fund-A, LP ("BCP Energy Services Fund-A"). 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. 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,

2. (Continued from footnote 1) BCP Energy Services Fund and BCP Energy Services Fund-A 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 and BCP Energy Services Fund-A are reported herein. 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.

3. Shares held directly by Charah Holdings LP.

4. Shares held directly by BCP Energy Services Fund-A, LP.

5. Shares held directly by BCP Energy Services Fund, LP.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.68 to $0.90, inclusive. Each reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4.

7. On November 17, 2022 and November 18, 2022, Charah Holdings L.P. filed Form 4s that inadvertently underreported 50 shares of the issuer's common stock that it beneficially owned at such times.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.91 to $1.05, inclusive. Each reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4.

Remarks:

Charah Holdings, BCP Energy Services Fund and BCP Energy Services Fund-A are parties to a Stockholders' Agreement (the "Stockholders' Agreement"), pursuant to which Charah Holdings, BCP Energy Services Fund and BCP Energy Services Fund-A have the right to nominate designees to the Board of Directors of the Issuer, subject to ownership thresholds set forth in the Stockholders' Agreement. As a result, each Reporting Person herein may be deemed a director by deputization for the purposes of Section 16 of the Exchange Act. In addition, the Reporting Persons may be deemed to be members of a group holding over 10% of the outstanding common stock of the Issuer for the purposes of Section 13(d)(3) of the Exchange Act.

	BCP Energy Services Fund UGP, LLC, By: Jeffrey Jenkins, Authorized Person; /s/ Jeffrey Jenkins	11/22/2022
	BCP Energy Services Fund GP, LP, By: BCP Energy Services Fund UGP, LLC, its general partner, By: Jeffrey Jenkins, Authorized Person; /s/ Jeffrey Jenkins	11/22/2022
	BCP Energy Services Fund-A, LP, By: BCP Energy Services Fund GP, LP, its general partner, By: BCP Energy Services Fund UGP, LLC, its general partner, By: Jeffrey Jenkins, Authorized Person; /s/ Jeffrey Jenkins	11/22/2022
	BCP Energy Services Fund, LP, By: BCP Energy Services Fund GP, LP, its general partner, By: BCP Energy Services Fund UGP, LLC, its general partner, By: Jeffrey Jenkins, Authorized Person; /s/ Jeffrey Jenkins	11/22/2022
	Charah Holdings GP LLC, By: Mark Spender, Authorized Person; /s/ Mark SpenderCharah Holdings LP, By: Charah Holdings GP LLC, its general partner, By: Mark Spender, Authorized Person; /s/ Mark Spender	11/22/2022
	Charah Holdings LP, By: Charah Holdings GP LLC, its general partner, By: Mark Spender, Authorized Person; /s/ Mark Spender	11/22/2022
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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BCP Energy Services Fund GP Form 4Charah Solutions / JAMES M BERNHARD JR ownership change