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Form 4 ESTRE USA INC. For: Dec 21 Filed by: Gardner Sonia

December 26, 2017 8:41 PM EST
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).
1. Name and Address of Reporting Person *
Gardner Sonia

(Last) (First) (Middle)
C/O BOULEVARD ACQUISITION CORP. II
399 PARK AVENUE, 6TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ESTRE USA INC. [ BLVD ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/21/2017
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)
Code V Amount (A) or (D) Price
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Private Placement Warrant $ 11.50 12/21/2017   D     3,654,885   (1)   (2) Class A Common Stock 3,654,885 $ 0 (3) 5,851,365 I See Footnote (4)
Class B Common Stock, par value $.0001 per share (5) 12/21/2017   D     3,598,990   (5)   (5) Class A Common Stock 3,598,990 $ 0 (6) 5,327,258 I See Footnote (4)
Class B Common Stock, par value $.0001 per share (5) 12/21/2017   S     300,000   (5)   (5) Class A Common Stock 300,000 $ 0.002 (7) 5,027,258 I See Footnote (4)
Explanation of Responses:
1. The warrants will become exercisable 30 days after the conssumation of the business combination which occured on December 21, 2017 (the "Transaction") pursuant to the Amended and Restated Business Combination Agreement, dated as of September 11, 2017, as amended, by and among the Boulevard Acquisition Corp. II ("Boulevard"), Estre Ambiental S.A. ("Estre"), Boulevard Acquisition Corp II Cayman Holding Company and BII Merger Sub Corp.
2. The warrants expire five years after the completion of the Transaction or earlier upon redemption or liquidation.
3. Disposed of pursuant to the Warrant Forfeiture Agreement, dated as of December 13, 2017, by and among Boulevard Acquisition Sponsor II, LLC (the "Sponsor"), Boulevard and Estre pursuant to which the Sponsor agreed to forfeit to Boulevard, for no consideration, 3,654,885 warrants to purchase shares of Boulevard Class A common stock $0.0001.
4. The securities are held directly by the Sponsor and indirectly by Sonia E. Gardner, Marc Lasry and Stephen S. Trevor, who are the managing members of the Sponsor. Each of Mr. Lasry, Ms. Gardner and Mr. Trevor disclaim beneficial ownership of such securities except to the extent of their respective pecuniary interest therein.
5. The shares of the Company's Class B common stock, par value $0.0001 per share (the "Class B Common Stock"), were convertable into shares of Class A common stock at the time of the Transaction on a one-for-one basis.
6. Disposed of pursuant to the Forfeiture and Waiver Agreement, dated August 15, 2017, as amended, by and among Boulevard, Estre and the Sponsor pursuant to which the Sponsor agreed to forfeit and surrender to Boulevard, for no consideration, 3,598,990 shares of the Class B Common Stock.
7. Transferred pursuant to the Stock Purchase Agreement, dated as of April 7, 2017, by and among EcoPower Solutions, LLC and the Sponsor.
/s/ Alan I. Annex, Attorney in Fact 12/26/2017
** 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 Number.


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