SEC FORM 4

SEC FORM 4 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^*

Skidmore Joseph

(Last)

(First)

(Middle)

12601 PLANTSIDE DRIVE

(Street)

LOUISVILLE

40299

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/13/2023

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/13/2023		D		1,310⁽²⁾	D	⁽¹⁾	0	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Share Units	⁽⁴⁾	07/13/2023		D			493⁽³⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	493⁽³⁾	⁽⁴⁾	0	D

Explanation of Responses:

1. Disposed of on July 13, 2023 (the "Merger Date") as a result of the merger pursuant to the previously announced Agreement and Plan of Merger, dated as of April 16, 2023, by and among Charah Solutions, Inc. (the "Company"), Acquisition Parent 0423, Inc. and Acquisition Sub April 2023, Inc. (the "Merger Agreement"). Pursuant to the Merger Agreement, each issued and outstanding share of common stock, par value $0.01 per share, of the Company was converted on the Merger Date into the right to receive cash in the amount of $6.00 per share (the "Merger Consideration").

2. Amount includes 293 shares vested from the 2021 RSU award, from which 106 shares were withheld to pay resulting taxes, and 618 shares vested from the 2022 RSU award, from which 224 shares were withheld to pay resulting taxes. On the Merger Date and pursuant to the Merger Agreement, the vested RSUs were converted into the right to receive the Merger Consideration.

3. On the Merger Date and pursuant to the Merger Agreement, 376 shares vested from the 2021 PSU award, from which 136 shares were withheld to pay resulting taxes, and 397 shares vested from the 2022 PSU award, from which 144 shares were withheld to pay resulting taxes.

4. On the Merger Date and pursuant to the Merger Agreement, the performance share units were converted into the right to receive the Merger Consideration.

	/s/ Joe Skidmore by Steven A. Brehm, attorney-in-fact	07/17/2023
	** 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).
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SEC Form 4 filed by Skidmore Joseph