0001515156-24-000011 4/A 1 20230309 20240125 20240125 McIntyre Julian Alexander 0001963363 4/A 34 001-37822 24562597 30A BROOK STREET LONDON X0 W1K 5DJ Advanced Emissions Solutions, Inc. 0001515156 2890 08 Industrial Applications and Services 275472457 1231 8051 E. MAPLEWOOD AVE., STE 210 GREENWOOD VILLAGE CO 80111 720-598-3500 8051 E. MAPLEWOOD AVE., STE 210 GREENWOOD VILLAGE CO 80111 4/A 1 wk-form4a_1706218235.xml FORM 4/A FORM 4 OMB APPROVAL ? Check this box OMB Number: if no longer 3235-0287 subject to Estimated Section 16. Form average burden 4 or Form 5 hours per obligations may response... 0.5 continue. See Instruction 1(b). ? Check this box UNITED STATES SECURITIES AND EXCHANGE COMMISSION to indicate that Washington, D.C. 20549 a transaction STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF was made SECURITIES pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 1. Name and Address of Reporting 2. Issuer Name and Ticker 5. Relationship of Person * or Trading Symbol Reporting Person(s) to McIntyre Julian Alexander Advanced Emissions Issuer (Check all Solutions, Inc. [ ADES ] applicable) __X__ Director _____ 10% Owner (Last) (First) (Middle) 3. Date of Earliest _____ Officer (give title C/O ADVANCED EMISSIONS SOLUTIONS, Transaction (MM/DD/YYYY) below) _____ Other INC., 8051 E. MAPLEWOOD AVENUE, 3/9/2023 (specify below) SUITE 210 (Street) 4. If Amendment, Date 6. Individual or GREENWOOD VILLAGE, CO 80111 Original Filed Joint/Group Filing (Check (MM/DD/YYYY) Applicable Line) 3/13/2023 _X _ Form filed by One Reporting Person ___ Form filed by More (City) (State) (Zip) than One Reporting Person Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security 2. Trans. Date 2A. 3. Trans. Code 4. Securities 5. Amount of 6. Ownership Form: 7. Nature of (Instr. 3) Deemed (Instr. 8) Acquired (A) or Securities Direct (D) or Indirect Execution Disposed of (D) Beneficially Owned Indirect (I) Beneficial Date, if (Instr. 3, 4 and 5) Following Reported (Instr. 4) Ownership (Instr. any (A) Transaction(s) 4) or (Instr. 3 and 4) Code V Amount (D) Price Common Stock 3/9/2023 (1) J (2) 159,567 A (2) 159,567 I By MWB Limited (3) By Markham Fuels Common Stock 3/9/2023 (1) J (2) 17,974 A (2) 17,974 I Management Limited (4) Series A Convertible 3/9/2023 (1) J (2) 186,651 A (2) 186,651 (5) I By MWB Preferred Stock Limited (3) Series A Convertible By Markham Fuels Preferred Stock 3/9/2023 (1) J (2) 21,025 A (2) 21,025 (5) I Management Limited (4) Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of 2. 3. 3A. 4. Trans. 5. Number of 6. Date Exercisable 7. Title and Amount of 8. Price 9. Number of 10. 11. Nature Derivate Conversion Trans. Deemed Code Derivative and Expiration Date Securities Underlying of derivative Ownership of Security or Date Execution (Instr. 8) Securities Derivative Security Derivative Securities Form of Indirect (Instr. 3) Exercise Date, if Acquired (A) or (Instr. 3 and 4) Security Beneficially Derivative Beneficial Price of any Disposed of (D) (Instr. 5) Owned Security: Ownership Derivative (Instr. 3, 4 Following Direct (D) (Instr. 4) Security and 5) Reported or Transaction(s) Indirect Date Expiration Amount or (Instr. 4) (I) Exercisable Date Title Number of (Instr. 4) Code V (A) (D) Shares Explanation of Responses: (1) On March 13, 2023, the reporting person filed a Form 4 which inadvertendly omitted certain indirect beneficial ownership interests in the issuer's Common Stock and Series A Convertible Preferred Stock. As reported in this amendment, the reporting person indirectly owned additional interests in the issuer's Common Stock and Series A Convertible Preferred Stock through their control of Markham Fuels Management Limited, and control of Allard Services Limited, which controls MWB Limited. This amended filing on Form 4/A reflects the shares obtained by Markham Fuels Management Limited and MWB Limited in the transaction. (2) Pursuant to that certain Share Buy Back Agreement, by and among Arq Limited and certain of its shareholders (the "Share Buy Back Agreement"), Arq Limited distributed shares of Common Stock, par value $0.001 per share (the "Common Stock") and shares of Series A Preferred Convertible Stock, par value $0.001 per share (the "Series A Preferred Stock"), to such shareholders in exchange for ordinary shares of Arq Limited held by such shareholders, in connection with the acquisition of Arq Limited by the Issuer. Pursuant to the Share Buy Back Agreement, certain shareholders of Arq Limited sold in the aggregate 90% of their ordinary shares in Arq and received in the aggregate 9.78 shares of Common Stock and 11.44 shares of Preferred Stock as consideration for every 1,000 ordinary shares in Arq sold (rounded down to the nearest whole share). The shares of the Issuer distributed in exchange for Arq Limited ordinary shares were valued at $4.00 per share. (3) The shares reported on this row are held by MWB Limited, which is controlled by Allard Services Limited. Julian McIntyre, a Director of the Issuer, controls Allard Services Limited and therefore may be deemed to be an indirect beneficial owner of the securities reported herein. (4) The shares reported on this row are held by Markham Fuels Management Limited. Julian McIntyre, a Director of the Issuer, controls Markham Fuels Management Limited and therefore is an indirect beneficial owner of the securities reported herein. (5) Each share of Series A Preferred Stock will be automatically converted into a share of Common Stock upon approval by the holders of the percentage of Common Stock required to approve such conversion under the applicable rules of The Nasdaq Stock Market, without the need for any action on the part of the holders of the Series A Preferred Stock (the "Conversion Approval"). Each share of Series A Preferred Stock is deemed to have an original issue price of $4.00 per share (the "Original Issue Amount"). The number of shares of Common Stock issued upon conversion of each share of Series A Preferred Stock shall be equal to the product of (i) the sum of (A) the Original Issue Amount plus (B) an amount equal to the cumulative amount of the accrued and unpaid dividends on such share at such time (regardless of whether or not declared or funds for their payment are lawfully available) divided by (ii) the Original Issue Amount, subject to adjustment as provided in the Certificate of Designations. Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other McIntyre Julian Alexander C/O ADVANCED EMISSIONS SOLUTIONS, INC. X 8051 E. MAPLEWOOD AVENUE, SUITE 210 GREENWOOD VILLAGE, CO 80111 Signatures /s/ Julian Alexander McIntyre 1/25/2024 ** 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 control number.