0001515156-23-000099 4 1 20230717 20230719 20230719 Rasmus Robert E. 0001555130 4 34 001-37822 231097770 THREE RIVERWAY SUITE 1350 HOUSTON TX 77056 Advanced Emissions Solutions, Inc. 0001515156 2890 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 1 wk-form4_1689806603.xml FORM 4 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 Rasmus Robert E. Advanced Emissions Issuer (Check all Solutions, Inc. [ ADES ] applicable) __X__ Director _____ 10% Owner __X__ Officer (give title (Last) (First) (Middle) 3. Date of Earliest below) _____ Other C/O ADVANCED EMISSIONS SOLUTIONS, Transaction (MM/DD/YYYY) (specify below) INC., 8051 E MAPLEWOOD AVE STE 7/17/2023 Chief Executive Officer 210 (Street) 4. If Amendment, Date 6. Individual or GREENWOOD VILLAGE, CO 80111 Original Filed Joint/Group Filing (Check (MM/DD/YYYY) Applicable Line) _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 7. Nature of (Instr. 3) Deemed (Instr. 8) Acquired (A) or Securities Form: Direct (D) Indirect Execution Disposed of (D) Beneficially or Indirect (I) Beneficial Date, if (Instr. 3, 4 and 5) Owned Following (Instr. 4) Ownership any Reported (Instr. 4) Transaction(s) (A) (Instr. 3 and 4) or Code V Amount (D) Price Common Stock 7/17/2023 A (1) 422,221 A $1.8947 422,221 D By RER Legacy Common Stock 7/17/2023 A (1) 527,779 A $1.8947 527,779 I Investments II LLC. (2) Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of 2. 3. Trans. Date 3A. 4. Trans. 5. Number of 6. Date Exercisable 7. Title and Amount of 8. Price 9. Number of 10. 11. Nature Derivate Security Conversion Deemed Code Derivative and Expiration Date Securities Underlying of derivative Ownership of (Instr. 3) or Execution (Instr. 8) Securities Acquired Derivative Security Derivative Securities Form of Indirect Exercise Date, if (A) or Disposed of (Instr. 3 and 4) Security Beneficially Derivative Beneficial Price of any (D) (Instr. 5) Owned Security: Ownership Derivative (Instr. 3, 4 and 5) Following Direct (D) (Instr. 4) Security Reported or Transaction(s) Indirect Date Expiration Amount or (Instr. 4) (I) Exercisable Date Title Number of (Instr. 4) Code V (A) (D) Shares Stock Option $3 7/17/2023 A 1,000,000 (3) 7/17/2033 Common 1,000,000 $0 1,000,000 D (right to buy) Stock Restricted Stock (4) 7/17/2023 A 400,000 (5) (5) Common 400,000 $0 400,000 D Units Stock 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. Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Rasmus Robert E. C/O ADVANCED EMISSIONS SOLUTIONS, Chief Executive INC. X Officer 8051 E MAPLEWOOD AVE STE 210 GREENWOOD VILLAGE, CO 80111 Signatures /s/ Robert E. Rasmus 7/19/2023 ** 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. 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