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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance Share Units | (7) | 01/03/2014 | A | 2,390 (8) | (9) | (9) | Common Stock | 2,390 | $ 0 | 6,226 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Amrhein Christine B. 9135 S. RIDGELINE BLVD., SUITE 200 C/O ADA-ES, INC. HIGHLANDS RANCH, CO 80129 |
General Counsel & VP | |||
| Christine B. Amrhein | 01/23/2014 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Represents Restricted Stock issued pursuant to the Advanced Emissions Solutions, Inc. Amended and Restated 2007 Equity Incentive Plan, as amended (the "2007 Plan"). The Restricted Stock will vest in equal installments on January 2, 2015, January 2, 2016 and January 2, 2017 subject to continuous services with Advanced Emissions Solutions, Inc. or its related entities unless such shares vest sooner pursuant to Section 11 of the 2007 Plan. |
| (2) | Closing stock price at date of grant. |
| (3) | Payment of the tax liability by delivery of stock incident to the vesting on January 2, 2014 of 369 shares of Restricted Stock. |
| (4) | Fair market value of the shares upon vesting is based on closing price of common stock on January 2, 2014. |
| (5) | Of the amount shown, 798 shares are held in the qualified pension plan account of the reporting person and 3,660 shares were issued pursuant to the programs under the 2007 Plan, are not fully vested and are subject to certain repurchase rights. |
| (6) | Of the amount shown, 4,722 shares are held in the qualifed pension plan of the reporting person and 608 shares were issued pursuant to the programs under the 2007 Plan, are not fully vested and are subject to certain repurchase rights. |
| (7) | Each Performance Share Unit represents a contingent right to receive one share of the Company's common stock. |
| (8) | Represents the maximum number of Performance Share Units that will vest, if at all, which is 200% of the target payout of 3,113 shares. |
| (9) | Vesting of the Performance Share Units, if at all, will occur on January 2, 2017, subject to continuous service and the achievement of certain pre-established goals to be measured as of December 31, 2016, unless such units vest sooner at the target amount pursuant to Section 11 of the 2007 Plan. |