Charah Preferred Stock Aggregator GP Form 3 Initial statement of insider ownership

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Charah Preferred Stock Aggregator GP, LLC

(Last) (First) (Middle)

400 CONVENTION STREET, SUITE 1010

(Street)

BATON ROUGE LA 70802

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/16/2020

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock(1)	06/16/2020	(2)	Common Stock	9,386,282(3)	2.77	I	See Footnotes(4)

1. Name and Address of Reporting Person^*

Charah Preferred Stock Aggregator GP, LLC

(Last) (First) (Middle)

400 CONVENTION STREET, SUITE 1010

(Street)

BATON ROUGE LA 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 LA 70802

(City) (State) (Zip)

Explanation of Responses:

1. Such reporting person will be deemed to beneficially own these securities on April 17, 2020 in accordance with that certain Preferred Stock Purchase Agreement (the "Purchase Agreement"), dated March 5, 2020, by and among Charah Solutions, Inc. (the "Issuer") and the purchaser parties thereto.

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

3. Pursuant to the Purchase Agreement, the Reporting Persons purchased 26,000 shares of the Issuer's Series A Preferred Stock. The Series A Preferred Stock will be convertible at the option of the Reporting Persons at any time after June 16, 2020 into the amount of shares of common stock per share of Series A Preferred Stock (such rate, the "Conversion Rate") equal to the quotient of (i) the Liquidation Preference (as defined in the Series A Preferred Stock Certificate of Designations) in effect on the conversion date divided by (ii) $2.77 (if converted on June 14, 2020), subject to customary anti-dilution adjustments and customary provisions related to partial dividend periods.

4. Reflects securities held directly or indirectly by Charah Preferred Stock Aggregator, LP ("Aggregator LP"). Charah Preferred Stock Aggregator GP, LLC ("Aggregator GP") is the general partners of Aggregator LP. Aggregator GP may be deemed to have an indirect pecuniary interest in the securities held directly by Aggregator LP. In accordance with Instruction 4(b)(iv), the entire amount of the securities held by Aggregator LP 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.

Remarks:

Exhibits: 99.1 Joint Filing Agreement

	/s/ Jeff Jenkins, Authorized Signatory of Charah Preferred Stock Aggregator GP, LLC, the general as partner of Charah Preferred Stock Aggregator, LP	03/26/2020
	/s/ Jeff Jenkins, Authorized Signatory of Charah Preferred Stock Aggregator GP, LLC	03/26/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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