Gates Capital Management GP Form 4 Nuverra Environmental Solutions / Jeffrey L Gates 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^*

Gates Capital Management, L.P.

(Last) (First) (Middle)

1177 AVENUE OF THE AMERICAS, 46TH FLOOR

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Nuverra Environmental Solutions, Inc. [ NES ]

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)
12/28/2018

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/28/2018		X		1,500,396	A	$9.61	6,927,674	D(1)(2)
Common Stock	12/28/2018		P		108,013	A	$9.61	7,035,687	D(1)(2)
Common Stock	01/02/2019		P		9,683	A	$9.2541	7,045,370	D(1)(2)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Subscription Rights (right to buy)	$9.61	12/28/2018		X			1,500,396	12/10/2018	12/28/2018	Common Stock	1,500,396	$0.00	0	D(1)(2)

1. Name and Address of Reporting Person^*

Gates Capital Management, L.P.

(Last) (First) (Middle)

1177 AVENUE OF THE AMERICAS, 46TH FLOOR

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Gates Capital Management GP, LLC

(Last) (First) (Middle)

1177 AVENUE OF THE AMERICAS, 46TH FLOOR

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Gates Capital Management, Inc.

(Last) (First) (Middle)

1177 AVENUE OF THE AMERICAS, 46TH FLOOR

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Gates Jeffrey L

(Last) (First) (Middle)

1177 AVENUE OF THE AMERICAS, 46TH FLOOR

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

Explanation of Responses:

1. Gates Capital Management, L.P. ("Gates Capital"), acts as the investment manager to certain funds directly holding common stock, par value $0.01, of the issuer (the "Gates Capital Funds"). Gates Capital Management GP, LLC (the "General Partner") is the general partner of Gates Capital, with respect to the shares of common stock directly held by the Gates Capital Funds. Gates Capital Management, Inc. ("the Corporation"), is the managing member of the General Partner with respect to the shares of common stock directly held by the Gates Capital Funds. Jeffrey L. Gates serves as President of the Corporation with respect to the shares of common stock directly held by the Gates Capital Funds.

2. Each of Gates Capital, the General Partner, the Corporation and Jeffrey L. Gates, may be deemed to share beneficial ownership of the common stock of the issuer held by the Funds. Each of Gates Capital, the General Partner, the Corporation and Jeffrey L. Gates, disclaims beneficial ownership of the common stock held by the Funds except to the extent of its pecuniary interests.

Remarks:

	Gates Capital Management, L.P., By: Gates Capital Management GP, LLC, its general partner, By: Gates Capital Management, Inc., its managing member, By: /s/ Jeffrey L. Gates, President	01/02/2019
	Gates Capital Management GP, LLC, By: Gates Capital Management, Inc., its managing member, By: /s/ Jeffrey L. Gates, President	01/02/2019
	Gates Capital Management, Inc., By: /s/ Jeffrey L. Gates, President	01/02/2019
	Jeffrey L. Gates, By: /s/ Jeffrey L. Gates	01/02/2019
	** Signature of Reporting Person	Date
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