UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Advanced Emissions Solutions, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
00770C101
(CUSIP Number)
December 31, 2014
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[X] 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.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see Instructions).
CUSIP No.: 00770C101
| 1 | NAME OF REPORTING PERSON Tricadia Capital Management, LLC I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) 20-2605420 | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | |
| 6 | SHARED VOTING POWER 1,204,264 | ||
| 7 | SOLE DISPOSITIVE POWER 0 | ||
| 8 | SHARED DISPOSITIVE POWER 1,204,264 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,204,264 shares of Common Stock | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [] | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.54% | ||
| 12 | TYPE OF REPORTING PERSON IA | ||
CUSIP No.: 00770C101
| 1 | NAME OF REPORTING PERSON Tricadia Holdings, L.P. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) 20-2605373 | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | |
| 6 | SHARED VOTING POWER 1,204,264 | ||
| 7 | SOLE DISPOSITIVE POWER 0 | ||
| 8 | SHARED DISPOSITIVE POWER 1,204,264 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,204,264 shares of Common Stock | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [] | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.54% | ||
| 12 | TYPE OF REPORTING PERSON HC, PN | ||
CUSIP No.: 00770C101
| 1 | NAME OF REPORTING PERSON Tricadia Holdings GP, LLC I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) 80-0168559 | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | |
| 6 | SHARED VOTING POWER 1,204,264 | ||
| 7 | SOLE DISPOSITIVE POWER 0 | ||
| 8 | SHARED DISPOSITIVE POWER 1,204,264 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,204,264 shares of Common Stock | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [] | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.54% | ||
| 12 | TYPE OF REPORTING PERSON HC | ||
CUSIP No.: 00770C101
| 1 | NAME OF REPORTING PERSON Michael Barnes I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States of America | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | |
| 6 | SHARED VOTING POWER 1,204,264 | ||
| 7 | SOLE DISPOSITIVE POWER 0 | ||
| 8 | SHARED DISPOSITIVE POWER 1,204,264 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,204,264 shares of Common Stock | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [] | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.54% | ||
| 12 | TYPE OF REPORTING PERSON HC, IN | ||
CUSIP No.: 00770C101
| 1 | NAME OF REPORTING PERSON Arif Inayatullah I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States of America | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | |
| 6 | SHARED VOTING POWER 1,204,264 | ||
| 7 | SOLE DISPOSITIVE POWER 0 | ||
| 8 | SHARED DISPOSITIVE POWER 1,204,264 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,204,264 shares of Common Stock | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [] | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.54% | ||
| 12 | TYPE OF REPORTING PERSON HC, IN | ||
CUSIP No.: 00770C101
| ITEM 1(a). | NAME OF ISSUER: | |
| Advanced Emissions Solutions, Inc. | ||
| ITEM 1(b). | ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: | |
| 9135 South Ridgeline Boulevard, Suite 200, Highlands Ranch, Colorado 80129 | ||
| ITEM 2(a). | NAME OF PERSON FILING: | |
| Tricadia Capital Management, LLC Tricadia Holdings, L.P. Tricadia Holdings GP, LLC Michael Barnes Arif Inayatullah | ||
| ITEM 2(b). | ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: | |
| 780 Third Avenue, 29th Floor New York, New York 10017 | ||
| ITEM 2(c). | CITIZENSHIP: | |
| Tricadia Capital Management, LLC - Delaware Tricadia Holdings, L.P. - Delaware Tricadia Holdings GP, LLC - Delaware Michael Barnes - United States of America Arif Inayatullah - United States of America | ||
| ITEM 2(d). | TITLE OF CLASS OF SECURITIES: | |
| Common Stock, par value $0.001 per share | ||
| ITEM 2(e). | CUSIP NUMBER: | |
| 00770C101 | ||
| ITEM 3. | IF THIS STATEMENT IS FILED PURSUANT TO SECTION 240.13d-1(b), or 13d-2(b) or (c) CHECK WHETHER THE PERSON FILING IS A: | |
| (a) | [ ] Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78c); | |
| (b) | [ ] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | [ ] Insurance company as defined in Section 3(a)(19) of the 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) | [X] An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E); | |
| (f) | [ ] An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F); | |
| (g) | [X] A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G); | |
| (h) | [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | [ ] A 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) | [ ] A 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 240.13d1(b)(1)(ii)(J), please specify the type of institution: | |
| ITEM 4. | OWNERSHIP: | |
| Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. | ||
| (a) | Amount beneficially owned: | |
| 1,204,264 shares of Common Stock | ||
| (b) | Percent of class: | |
| 5.54% | ||
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: | ||
| Tricadia Capital Management, LLC - 0 Tricadia Holdings, L.P. - 0 Tricadia Holdings GP, LLC - 0 Michael Barnes - 0 Arif Inayatullah - 0 | ||
| (ii) Shared power to vote or to direct the vote: | ||
| Tricadia Capital Management, LLC - 1,204,264 Tricadia Holdings, L.P. - 1,204,264 Tricadia Holdings GP, LLC - 1,204,264 Michael Barnes - 1,204,264 Arif Inayatullah - 1,204,264 | ||
| (iii) Sole power to dispose or to direct the disposition of: | ||
| Tricadia Capital Management, LLC - 0 Tricadia Holdings, L.P. - 0 Tricadia Holdings GP, LLC - 0 Michael Barnes - 0 Arif Inayatullah - 0 | ||
| (iv) Shared power to dispose or to direct the disposition of: | ||
| Tricadia Capital Management, LLC - 1,204,264 Tricadia Holdings, L.P. - 1,204,264 Tricadia Holdings GP, LLC - 1,204,264 Michael Barnes - 1,204,264 Arif Inayatullah - 1,204,264 | ||
| ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: | |
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. | ||
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: | |
| All securities reported in this schedule are owned by advisory clients of Tricadia Capital Management, LLC ("Tricadia"), no one of which to the knowledge of Tricadia owns more than 5% of the class. In its role as investment adviser, Tricadia posseses voting and investment power over securities of the Issuer described in this schedule that are owned by Tricadia's advisory clients. Tricadia disclaims beneficial ownership of all such securities. Tricadia Holdings, LP owns Tricadia Capital Management, LLC. Tricadia Holdings GP, LLC serves as the general partner of Tricadia Holdings, LP. Michael Barnes and Arif Inayatullah are the managing members of Tricadia Holdings GP, LLC. By virtue of these relationships, Tricadia Holdings, LP, Tricadia Holdings GP, LLC, Michael Barnes and Arif Inayatullah may be deemed to have indirect beneficial ownership of the securities beneficially owned by Tricadia Capital Management, LLC. These entities and individuals, however, disclaim beneficial ownership of all such securities. | ||
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: | |
| See Exhibit 1. | ||
| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: | |
| N/A | ||
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP: | |
| N/A | ||
| ITEM 10. | CERTIFICATION: | |
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. | ||
| February 03, 2015 |
| Date |
| Tricadia Capital Management, LLC |
| /s/ James McKee |
| Signature |
| James McKee, General Counsel and Chief Compliance Officer |
| Name/Title |
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).