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 NRC GROUP HOLDINGS CORP. [ NRCG ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 05/10/2019 | ||||||||||||||||||||||||||
| 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 | 05/10/2019(4)(5) | J(4)(5) | 1,147,841(4)(5) | A | $8.712(4)(5) | 23,021,521 | I | See Footnotes(1)(3) | ||
| Common Stock | 165,568 | I | See Footnotes(2)(3) | |||||||
| 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. These securities of NRC Group Holdings Corp. (the "Issuer") are held by JFL-NRC-SES Partners, LLC ("JFL Partners"). JFL Partners may be deemed to be controlled by its sole members, JFL-NRC Partners, LLC ("JFL-NRC") and JFL-SES Partners, LLC ("JFL-SES"). JFL-SES is controlled by JFL-SES Holdings, LLC ("SES Holdings"), which is controlled by its member JFL-SES (JA) Holdings, LLC ("JFL-SES (JA)"), which is controlled by its sole member JFL-SES Int. (JA) Holdings, LLC ("JFL-SES Int."), which is controlled by its member JFL AIV Investors III-JA, L.P. ("JFL AIV"). JFL-NRC is controlled by its member JFL-NRC (JA) Holdings, LLC ("JFL-NRC (JA)"), which is controlled by its sole member JFL-NRC Int. (JA) Holdings, LLC ("JFL-NRC Int."), which is controlled by its member JFL AIV. JFL AIV is controlled by its general partner, JFL GP Investors III, LLC ("Ultimate GP III"). Ultimate GP III is controlled by its managers Messrs. John F. Lehman, Louis N. Mintz, Stephen L. Brooks, and C. Alexander Harman. |
| 2. These securities of the Issuer are held by JFL-NRCG Holdings III, LLC ("JFL-NRCG III"). JFL-NRCG III may be deemed to be controlled by its managing member, JFL-NRCG Annex Fund, LP ("Annex Fund"). Annex Fund is controlled by its general partner, Ultimate GP III. Ultimate GP III is controlled by its managers Messrs. Lehman, Mintz, Brooks, and Harman. |
| 3. 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. |
| 4. Pursuant to Sections 5.18(a) and 5.18(e) of the purchase agreement, dated June 25, 2018 and as amended on July 12, 2018 (the "Purchase Agreement") pursuant to which the Issuer acquired all of the outstanding equity interests of NRC Group Holdings, LLC on October 17, 2018 (the "Transaction"), JFL Partners became entitled to a payment of $10.0 million (the "Payment") on April 26, 2019, upon the consummation of the Potential Acquisition (as defined in the Purchase Agreement). Pursuant to the Purchase Agreement the Payment could be made in cash, common stock of the Issuer, or any combination thereof, at the Issuer's option. Following the consummation of the Potential Acquisition, on May 10, 2019, the Issuer's board (upon the election and recommendation of the disinterested directors not associated with entities affiliated with JFL-Partners) authorized |
| 5. (Continued from Footnote 4) the Payment be made entirely in common stock of the Issuer. The number of shares issuable under the Payment was determined pursuant to a formula set forth in the Purchase Agreement, which provided that the value of each share issued pursuant to the Payment was an amount equal to the volume-weighted average price per share of the Issuer's common stock on the NYSE American for the five consecutive trading days preceding (but not including) the closing of the Potential Acquisition (which in this case was April 26, 2019). Accordingly, the value of each share of common stock issued was $8.712, and the total number of shares being issued was 1,147,841. JFL Partners right to receive additional shares of common stock of the Issuer pursuant to the Payment became fixed and irrevocable on October 17, 2018, the effective date of the Transaction, subject only to consummation of the Potential Acquisition. |
| Remarks: |
| Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, JFL-NRCG III and Annex Fund have filed a separate Form 4. The Reporting Persons are jointly filing this Form 4. |
| JFL GP Investors III, LLC., By: /s/ David Rattner, attorney-in-fact | 05/14/2019 | |
| JFL AIV Investors III-JA, L.P., By: JFL GP Investors III, LLC, Its General PartnerBy: /s/ David Rattner, attorney-in-fact | 05/14/2019 | |
| JFL-SES Int. (JA) Holdings, LLC., By: /s/ David Rattner, as secretary | 05/14/2019 | |
| JFL-SES (JA) Holdings, LLC., By: /s/ David Rattner, as secretary | 05/14/2019 | |
| JFL-SES Holdings, LLC., By: /s/ David Rattner, as secretary | 05/14/2019 | |
| JFL-SES Partners, LLC., By: /s/ David Rattner, as secretary | 05/14/2019 | |
| JFL-NRC Int. (JA) Holdings, LLC., By: /s/ David Rattner, as secretary | 05/14/2019 | |
| JFL-NRC (JA) Holdings, LLC., By: /s/ David Rattner, as secretary | 05/14/2019 | |
| JFL-NRC Partners, LLC., By: /s/ David Rattner, as secretary | 05/14/2019 | |
| JFL-NRC-SES Partners, LLC., By: /s/ David Rattner, as secretary | 05/14/2019 | |
| ** 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. | ||