Energy Capital Partners Iii-d Form 3 Initial statement of insider ownership

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

ECP ControlCo, LLC

(Last) (First) (Middle)

51 JOHN F. KENNEDY PARKWAY,

SUITE 200

(Street)

SHORT HILLS NJ 07078

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/31/2019

3. Issuer Name and Ticker or Trading Symbol
NESCO HOLDINGS, INC. [ NSCO ]

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	26,160,638	I	See Footnotes(1)(2)(3)(4)(5)(6)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants	08/30/2019	(7)	Common Stock	2,500,000	(8)	I	See Footnotes(2)(3)(4)(5)(6)(9)

1. Name and Address of Reporting Person^*

ECP ControlCo, LLC

(Last) (First) (Middle)

51 JOHN F. KENNEDY PARKWAY,

SUITE 200

(Street)

SHORT HILLS NJ 07078

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ENERGY CAPITAL PARTNERS III, LLC

(Last) (First) (Middle)

51 JOHN F. KENNEDY PARKWAY, SUITE 200

(Street)

SHORT HILLS NJ 07078

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ENERGY CAPITAL PARTNERS GP III CO-INVESTMENT (NESCO), LLC

(Last) (First) (Middle)

51 JOHN F. KENNEDY PARKWAY, SUITE 200

(Street)

SHORT HILLS NJ 07078

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Energy Capital Partners III (NESCO Co-Invest), LP

(Last) (First) (Middle)

51 JOHN F. KENNEDY PARKWAY, SUITE 200

(Street)

SHORT HILLS NJ 07078

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Energy Capital Partners GP III, LP

(Last) (First) (Middle)

51 JOHN F. KENNEDY PARKWAY, SUITE 200

(Street)

SHORT HILLS NJ 07078

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ENERGY CAPITAL PARTNERS III, LP

(Last) (First) (Middle)

51 JOHN F. KENNEDY PARKWAY, SUITE 200

(Street)

SHORT HILLS NJ 07078

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ENERGY CAPITAL PARTNERS III-A, LP

(Last) (First) (Middle)

51 JOHN F. KENNEDY PARKWAY, SUITE 200

(Street)

SHORT HILLS NJ 07078

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ENERGY CAPITAL PARTNERS III-B, LP

(Last) (First) (Middle)

51 JOHN F. KENNEDY PARKWAY, SUITE 200

(Street)

SHORT HILLS NJ 07078

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ENERGY CAPITAL PARTNERS III-C, LP

(Last) (First) (Middle)

51 JOHN F. KENNEDY PARKWAY, SUITE 200

(Street)

SHORT HILLS NJ 07078

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ENERGY CAPITAL PARTNERS III-D, LP

(Last) (First) (Middle)

51 JOHN F. KENNEDY PARKWAY, SUITE 200

(Street)

SHORT HILLS NJ 07078

(City) (State) (Zip)

Explanation of Responses:

1. Reflects securities held directly by the following entities in the following amounts: NESCO Holdings, LP - 21,660,638, Energy Capital Partners III, LP ("ECP III") - 64,450, Energy Capital Partners III-A, LP ("III-A") - 2,169,601, Energy Capital Partners III-B, LP ("III-B") - 262,015, Energy Capital Partners III-C, LP ("III-C") - 896,947, Energy Capital Partners III-D, LP ("III-D") - 1,106,987.

2. The general partner of NESCO Holdings, LP is NESCO Holdings GP, LLC. The members of NESCO Holdings GP, LLC are ECP III, III-A, III-B, III-C, III-D, and Energy Capital Partners III (NESCO Co-Invest), LP ("NESCO Co-Invest"). The general partner of ECP III, III-A, III-B, III-C, and III-D is Energy Capital Partners GP III, LP ("ECP III GP LP"), and the general partner of ECP III GP LP is Energy Capital Partners III, LLC ("ECP III GP LLC"). The general partner of NESCO Co-Invest is Energy Capital Partners GP III Co-Investment (NESCO), LLC, and the managing member of Energy Capital Partners GP III Co-Investment (NESCO), LLC is ECP III GP LLC. The managing member of ECP III GP LLC is ECP ControlCo, LLC ("ECP ControlCo").

3. (Continued from footnote 2) As a result, each of the above entities may be deemed to share beneficial ownership of the shares held by Nesco Holdings, LP. The managing members of ECP ControlCo are Douglas Kimmelman, Andrew Singer, Peter Labbat, Tyler Reeder and Rahman D'Argenio all of whom collectively share the power to vote and dispose of the securities beneficially owned by ECP ControlCo. Each such individual disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

4. Due to the limitations of the electronic filing system, certain Reporting Persons are filing a separate Form 3.

5. Information with respect to each of the Reporting Persons is given solely by such reporting person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.

6. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934 (the "Exchange Act"), each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the securities reported herein for purposes of Section 16 of the Exchange Act or for any other purpose.

7. The warrants expire and terminate on the earlier to occur of July 31, 2024 and the date on which the warrants are redeemed at the issuer's election pursuant to warrant agreement governing such warrants.

8. Each warrant entitles the holder to purchase from the issuer a number of shares of common stock at the price of $11.50 per share, subject to adjustments.

9. Represents securities held directly by NESCO Holdings, LP.

Remarks:

None.

	ECP ControlCo, LLC, By: /s/ Christopher M. Leininger Title: Managing Director and Chief Legal Officer	08/01/2019
	Energy Capital Partners III, LLC, By: ECP ControlCo, LLC, its managing member, By: /s/ Christopher M. Leininger, Title: Managing Director and Chief Legal Officer	08/01/2019
	Energy Capital Partners GP III Co-Investment (NESCO), LLC, By: Energy Capital Partners III, LLC, its managing member, By: ECP ControlCo, LLC, its managing member, By: /s/ Christopher M. Leininger Title: Managing Director and Chief Legal Officer	08/01/2019
	Energy Capital Partners III (NESCO Co-Invest), LP, By: Energy Capital Partners GP III Co-Investment (NESCO), LLC, its GP, By: Energy Capital Partners III, LLC, its MGRM, By: ECP ControlCo, LLC, its MGRM, By: /s/ Christopher M. Leininger Title: MD and CLO	08/01/2019
	Energy Capital Partners GP III, LP, By: Energy Capital Partners III, LLC, its general partner, By: ECP ControlCo, LLC, its managing member, By: /s/ Christopher M. Leininger Title: Managing Director and Chief Legal Officer	08/01/2019
	Energy Capital Partners III, LP, By: Energy Capital Partners GP III, LP, its general partner, By: Energy Capital Partners III, LLC, its general partner, By: ECP ControlCo, LLC, its managing member, By: /s/ Christopher M. Leininger Title: MD and CLO	08/01/2019
	Energy Capital Partners III-A, LP, By: Energy Capital Partners GP III, LP, its general partner, By: Energy Capital Partners III, LLC, its general partner, By: ECP ControlCo, LLC, its managing member, By: /s/ Christopher M. Leininger Title: MD and CLO	08/01/2019
	Energy Capital Partners III-B, LP, By: Energy Capital Partners GP III, LP, its general partner, By: Energy Capital Partners III, LLC, its general partner, By: ECP ControlCo, LLC, its managing member, By: /s/ Christopher M. Leininger Title: MD and CLO	08/01/2019
	Energy Capital Partners III-C, LP, By: Energy Capital Partners GP III, LP, its general partner, By: Energy Capital Partners III, LLC, its general partner, By: ECP ControlCo, LLC, its managing member, By: /s/ Christopher M. Leininger Title: MD and CLO	08/01/2019
	Energy Capital Partners III-D, LP, By: Energy Capital Partners GP III, LP, its general partner, By: Energy Capital Partners III, LLC, its general partner, By: ECP ControlCo, LLC, its managing member, By: /s/ Christopher M. Leininger Title: MD and CLO	08/01/2019
	** Signature of Reporting Person	Date
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