NRC (NRCG) 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^*

JFL-NRCG Holdings IV, LLC

(Last) (First) (Middle)

C/O J.F. LEHMAN & COMPANY

110 EAST 59TH STREET, 27TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/17/2018

3. Issuer Name and Ticker or Trading Symbol
NRC GROUP HOLDINGS CORP. [ NRCG ]

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	1,892,605(3)	I	See Footnotes(1)(2)

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
Series A Convertible Preferred Stock	(4)	(4)	Common Stock	2,206,936(4)	12.5(4)	I	See Footnote(1)(2)(3)

1. Name and Address of Reporting Person^*

JFL-NRCG Holdings IV, LLC

(Last) (First) (Middle)

C/O J.F. LEHMAN & COMPANY

110 EAST 59TH STREET, 27TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

JFL Equity Investors IV, L.P.

(Last) (First) (Middle)

C/O J.F. LEHMAN & COMPANY

110 EAST 59TH STREET, 27TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

JFL GP Investors IV, LLC

(Last) (First) (Middle)

C/O J.F. LEHMAN & COMPANY

110 EAST 59TH STREET, 27TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Explanation of Responses:

1. These securities of NRC Group Holdings Corp. (the "Issuer") are held by JFL-NRCG Holdings IV, LLC ("JFL-NRCG IV"). JFL-NRCG IV may be deemed to be controlled by its managing member, JFL Equity Investors IV, LP ("JFL Equity Investors"). JFL Equity Investors is controlled by its general partner, JFL GP Investors IV, LLC ("Ultimate GP IV"). Ultimate GP IV is controlled by its managers Messrs. John F. Lehman, Louis N. Mintz, Stephen L. Brooks, and C. Alexander Harman.

2. Each of the Reporting Persons, and Messrs. Lehman, Mintz, Brooks and Harman, disclaims beneficial ownership of the securities reported herein or that may be beneficially owned by any of the other Reporting Persons, in each case except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that any such entity or person is the beneficial owner of or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

3. These securities were acquired on October 17, 2018, pursuant to that certain JFL Subscription Agreement dated June 25, 2018. JFL-NRCG IV is the record holder of 1,892,605 shares of the Issuer's common stock and 275,867 shares of the Issuer's Series A Convertible Preferred Stock.

4. The Series A Convertible Preferred Stock is convertible at any time, at the holder's election, subject to the terms and provisions of the Certificate of Designation. The Series A Convertible Preferred Stock is initially convertible into the Issuer's common stock at a conversion rate equal to the quotient of (1) the liquidation preference ($100.00 per share) divided by (2) the base conversion price (currently $12.50) subject to customary adjustments. The holders of Series A Convertible Preferred Stock will be entitled to receive cumulative dividends at a rate per annum of 7.00%, paid quarterly in arrears, in cash or, at the election of the Issuer in common stock, or a combination of both.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	JFL-NRCG Holdings IV, LLC By: /s/ David Rattner, as secretary	10/26/2018
	JFL Equity Investors IV, L.P. By: JFL GP Investors IV, LLC Its General Partner By: /s/ David Rattner, attorney-in-fact	10/26/2018
	JFL GP Investors IV, LLC By: /s/ David Rattner, attorney-in-fact	10/26/2018
	** Signature of Reporting Person	Date
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