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).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Rasmus Robert E.
(Last) (First) (Middle)
C/O ADVANCED EMISSIONS SOLUTIONS, INC.
8051 E MAPLEWOOD AVE STE 210
(Street)
GREENWOOD VILLAGE CO 80111
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Advanced Emissions Solutions, Inc. [ ADES ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
07/17/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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 07/17/2023 A(1) 422,221 A $1.8947 422,221 D
Common Stock 07/17/2023 A(1) 527,779 A $1.8947 527,779 I By RER Legacy Investments II LLC.(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
Stock Option (right to buy) $3 07/17/2023 A 1,000,000 (3) 07/17/2033 Common Stock 1,000,000 $0 1,000,000 D
Restricted Stock Units (4) 07/17/2023 A 400,000 (5) (5) Common Stock 400,000 $0 400,000 D
Explanation of Responses:
1. Mr. Rasmus agreed to acquire the shares of the Issuer's common stock, par value $0.001 (the "Common Stock"), reported on this row from the Company for cash pursuant to a subscription agreement entered into with the Issuer.
2. The shares of Common Stock reported on this row are held by RER Legacy Investments II LLC ("RER Legacy"). Mr. Rasmus is the ultimate control person of RER Legacy, and an indirect beneficial owner of these shares. Mr. Rasmus disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
3. Represents options to purchase Common Stock granted to Mr. Rasmus as an employment inducement award. The options will vest ratably in three equal annual installments on each anniversary of the date of grant.
4. Represents restricted stock units ("RSUs") granted to Mr. Rasmus as an employment inducement award. Each RSU represents the right to receive one share of Common Stock upon vesting and settlement.
5. 250,000 RSUs vest when the volume weighted average price ("VWAP") of the Common Stock over a 30-day period equals $10.00 per share and 150,000 RSUs vest when the VWAP over a 30-day period equals $15.00 per share, in each case, prior to the third anniversary of the date of grant.
Remarks:
/s/ Robert E. Rasmus 07/19/2023
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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