SEC Form 4
| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol NESCO HOLDINGS, INC. [ NSCO ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 07/30/2019 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Common Stock(1) | 07/30/2019 | C | 2,524,796 | A | (1) | 2,524,796 | I | By Capitol Acquisition Founder IV, LLC(7) | ||
| Common Stock | 07/31/2019 | A | 328,348 | A | $10 | 2,853,144 | I | By Capitol Acquisition Founder IV, LLC(7) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Class B Ordinary Shares | (1) | 07/30/2019 | D | 768,538 | (1) | (1) | Common Stock | 768,538 | (2) | 2,524,796 | I | By Capitol Acquisition Founder IV, LLC(7) | |||
| Class B Ordinary Shares | (1) | 07/30/2019 | C | 2,524,796 | (1) | (1) | Common Stock | 2,524,796 | (1) | 0 | I | By Capitol Acquisition Founder IV, LLC(7) | |||
| Warrants | $11.5 | 07/30/2019 | D | 782,313 | (3) | (4) | Common Stock | 782,313 | (2) | 1,262,132 | I | By Capitol Acquisition Founder IV, LLC(7) | |||
| Warrants | $11.5 | 07/31/2019 | S | 33,462 | (3) | (4) | Common Stock | 33,462 | $1.5 | 1,228,670 | I | By Capitol Acquisition Founder IV, LLC(7) | |||
| Convertible Promissory Note(6) | $1.5 | 07/31/2019 | C | $469,387 | (5) | (5) | Warrants | 312,925 | (6) | $0 | I | By Capitol Acquisition Founder IV, LLC(7) | |||
| Warrants | $11.5 | 07/31/2019 | C | 312,925 | (3) | (4) | Common Stock | 312,925 | $1.5 | 1,541,595 | I | By Capitol Acquisition Founder IV, LLC(7) | |||
| Warrants | $11.5 | 07/31/2019 | S | 312,925 | (3) | (4) | Common Stock | 312,925 | $1.5 | 1,228,670 | I | By Capitol Acquisition Founder IV, LLC(7) | |||
| Explanation of Responses: |
| 1. The Class B Ordinary Shares were convertible on a one-for-one basis into common equity of the surviving entity upon the consummation of the Issuer's initial business combination and had no exiration date. In connection with the Issuer's business combination, such Class B Ordinary Shares of Capitol Investment Corp. IV automatically converted into shares of common stock of Nesco Holdings, Inc. |
| 2. The reporting person forfeited these securities to the Issuer for no additional consideration |
| 3. The warrants will become exercisable 30 days after the completion of the Issuer's initial business combination. |
| 4. The warrants will expire on the fifth anniversary of the completion of the Issuer's initial business combination. |
| 5. The promissory note is convertible, at the reporting person's option, at the closing of the Issuer's initial business combination. If the note is not converted, it will be repaid within 5 business days of the closing of such business combination. |
| 6. The reporting person was issued a series of convertible promissory notes in consideration of loans made on March 22, 2019, May 15, 2019, and July 24, 2019, in the aggregate principal amount of $469,387. |
| 7. Mr. Dryden controls Capitol Acquisition Founder IV, LLC. |
| Remarks: |
| L. Dyson Dryden | 08/01/2019 | |
| ** 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. | ||