SEC Form 3 · accession 0000899243-18-027536
NRC GROUP HOLDINGS CORP. · NRCG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
CYRUS CAPITAL PARTNERS, L.P.
Director · 10% Owner
CYRUS CAPITAL PARTNERS GP, LLC
Director · 10% Owner
Stephen C Freidheim
Director · 10% Owner
SBTS, LLC
Director · 10% Owner
Period of report
Oct 17, 2018
Accepted (ET)
Oct 26, 2018 · 4:34 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001703038
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | holding | — | — | — | 1,463,415 | I | See Footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 7% Series A Convertible Cumulative Preferred StockF1,F2,F4,F3 | — | holding | — | — | — | — | — | Common Stock | 4,240,000 | — | I |
Explanation of responses
- F1Securities of NRC Group Holdings Corp. (the "Issuer") held directly by SBTS, LLC ("SBTS"). Stephen C. Freidheim may be deemed to indirectly beneficially own the securities directly held by SBTS because Mr. Freidheim may be deemed to have voting and investment power over such securities as the sole member and manager of Cyrus Capital Partners GP, L.L.C. ("Cyrus Capital GP") and the Chief Investment Officer of Cyrus Capital Partners, L.P. ("Cyrus Capital Partners"). Cyrus Capital GP is the general partner of Cyrus Capital Partners and Cyrus Capital Partners is the Manager of SBTS. Cyrus Capital Partners, Cyrus Capital GP and Mr. Freidheim may be deemed to have a pecuniary interest in a portion of the securities held directly by SBTS due to Cyrus Capital Partners' right to a right to receive performance-based allocations.
- F2(Continued from Footnote 1) Each of Stephen C. Freidheim, Cyrus Capital GP and Cyrus Capital Partners disclaims beneficial ownership of the securities of the Issuer reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that any of Mr. Freidheim, Cyrus Capital GP or Cyrus Capital Partners is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
- F3The shares of 7% Series A Convertible Cumulative Preferred Stock of the Issuer ("Series A Preferred Stock") are immediately convertible into shares of the Issuer's common stock and do not expire.
- F4Each share of Series A Preferred Stock is convertible into shares of the Issuer's common stock at a conversion rate equal to the quotient of (i) a Liquidation Preference of $100, divided by (ii) the Base Conversion Price of $12.50 (subject to adjustment as provided in the Certificate of Designations of the Series A Preferred Stock).
Remarks
John R. Rapaport, a partner in Cyrus Capital Partners, L.P., serves on the Board of Directors of NRC Group Holdings Corp. (the "Issuer"). By virtue of their representation on the Board of Directors of the Issuer, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons are deemed directors by deputization of the Issuer.