Arq, Inc. — Director's Dealing 2015

Jun 9, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Advanced Emissions Solutions, Inc. (ADES)
CIK: 0001515156
Period of Report: 2015-06-05

Reporting Person: Sampson L Heath (Director, President & CEO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-06-05	Stock Option (right to buy)	$13.87	A	56250	Acquired	2020-06-05	Common Stock (56250.0)	Direct
2015-06-05	Stock Option (right to buy)	$13.87	A	243750	Acquired	2020-06-05	Common Stock (243750.0)	Direct

Footnotes

F1: Date exercisable is June 5, 2015 because the Stock Option is fully vested upon issuance.

F2: The Stock Option to purchase 243,750 shares of the Issuer's common stock is contingent upon approval of Amendment No. 4 to the Issuer's Amended and Restated 2007 Equity Incentive Plan, as amended (the "2007 Plan") by the Issuer's stockholders ("Plan Approval") and therefore is not yet required to be reported for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act"). If Plan Approval is not obtained on or before June 5, 2017, the reporting person would become entitled to exercise, in exchange for the Stock Option, 243,750 Stock Appreciation Rights that are subject to the same vesting schedule as the Stock Option and settled in cash based upon the appreciation, if any, of the Issuer's common stock on the day of exercise versus the day of grant. In no event will the reporting person be vested in both the Stock Option and the Stock Appreciation Rights.

F3: The Stock Option to purchase 243,750 shares of the Issuer's common stock is contingent upon Plan Approval and therefore is not yet deemed "acquired" or "Beneficially Owned" for purposes of Section 16 of the Act.

F4: Subject to Plan Approval, the Stock Option will vest in three tranches beginning on the date of Plan Approval with respect to 43,750 of the underlying shares, December 5, 2016 with respect to 100,000 of the underlying shares, and June 5, 2018 with respect to the remaining 100,000 underlying shares, or earlier based on the achievement of certain pre-established performance goals, subject to the reporting person's continuous service with the Company or its related entities through the respective vesting date, unless the Stock Option vests sooner pursuant to the respective Stock Option Award Agreement between the Issuer and the reporting person, Section 11 of the 2007 Plan or the reporting person's employment agreement with the Issuer.