JFL-NRC Int. 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-NRC-SES Partners, 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)
11/01/2019

3. Issuer Name and Ticker or Trading Symbol
US Ecology, Inc. [ ECOL ]

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	4,512,218(4)	I	See Footnotes(1)(3)
Common Stock	74,698(4)(5)	I	See Footnotes(2)(3)

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

1. Name and Address of Reporting Person^*

JFL-NRC-SES Partners, 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 AIV Investors III-JA, 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-SES Int. (JA) Holdings, 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-SES (JA) Holdings, 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-SES Holdings, 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-SES Partners, 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-NRC Int. (JA) Holdings, 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-NRC (JA) Holdings, 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-NRC Partners, 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 GP Investors III, 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 US Ecology, Inc. (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 ("JFL-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 JA"). 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 JA. JFL AIV JA is controlled by its general partner, JFL GP Investors III, LLC ("Ultimate GP III"). Ultimate GP III is controlled by its managers Messrs. John Lehman, Louis Mintz, Stephen 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. Shares acquired pursuant to the Merger Agreement (as defined below). On November 1, 2019, pursuant to the merger agreement between the Issuer, US Ecology Holdings, Inc. (f/k/a US Ecology, Inc.), Rooster Merger Sub, Inc., ECOL Merger Sub, Inc. and NRC Group Holdings Corp. ("NRCG") (the "Merger Agreement"), each share of NRCG's common stock issued and outstanding immediately prior to the effective time of the mergers (the "Effective Time") was converted into the right to receive, and became exchangeable for, (1) 0.196 of a share of the Issuer's common stock for each share of NRCG's common stock (the "Exchange Ratio") and (2) any cash in lieu of fractional shares of the Issuer's common stock.

5. Shares acquired pursuant to the Merger Agreement. Pursuant to the Merger Agreement each share of 7.00% Series A Convertible Cumulative Preferred Stock (the "Series A Convertible Preferred") of NRCG issued and outstanding immediately prior to the Effective Time was converted into the right to receive, and became exchangeable for, (1) a whole number of shares of the Issuer's common stock equal to the product of (a) the number of shares of NRCG's common stock that such share of Series A Convertible Preferred could be converted into at the Effective Time (including Fundamental Change Additional Shares and Accumulated Dividends (each as defined in the Certificate of Designations, Preferences, Rights and Limitations of NRCG's Series A Convertible Preferred, dated as of October 17, 2018 and corrected on October 23, 2018)) multiplied by (b) the Exchange Ratio and (2) any cash in lieu of fractional shares of the Issuer's common stock.

Remarks:

Because no more than 10 reporting persons can file any one Form 3 through the Securities and Exchange Commission's EDGAR system, JFL-NRCG III and Annex Fund have filed a separate Form 3. The Reporting Persons are jointly filing this Form 3. Exhibit List: Exhibit 24 - Power of Attorney

	JFL GP Investors III, LLC. By: /s/ David Rattner, attorney-in-fact	11/12/2019
	JFL AIV Investors III-JA, L.P. By: JFL GP Investors III, LLC Its General Partner By: /s/ David Rattner, attorney-in-fact	11/12/2019
	JFL-SES Int. (JA) Holdings, LLC. By: /s/ David Rattner, as secretary	11/12/2019
	JFL-SES (JA) Holdings, LLC. By: /s/ David Rattner, as secretary	11/12/2019
	JFL-SES Holdings, LLC. By: /s/ David Rattner, as secretary	11/12/2019
	JFL-SES Partners, LLC. By: /s/ David Rattner, as secretary	11/12/2019
	JFL-NRC Int. (JA) Holdings, LLC. By: /s/ David Rattner, as secretary	11/12/2019
	JFL-NRC (JA) Holdings, LLC. By: /s/ David Rattner, as secretary	11/12/2019
	JFL-NRC Partners, LLC. By: /s/ David Rattner, as secretary	11/12/2019
	JFL-NRC-SES Partners, LLC. By: /s/ David Rattner, as secretary	11/12/2019
	** Signature of Reporting Person	Date
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