SEC Form 4 · accession 0001213900-18-014112
NRC GROUP HOLDINGS CORP. · NRCG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Daniel J Hennessy
Director · 10% Owner
Hennessy Capital LLC
10% Owner
Hennessy Capital Partners III LLC
10% Owner
Period of report
Oct 17, 2018
Accepted (ET)
Oct 18, 2018 · 7:25 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 | Oct 17, 2018 | J | 1,920,000 | $0.00 | D | 3,371,250 | I | See Footnote |
| Common StockF3,F2 | Oct 17, 2018 | P$0 | 1,920,000 | $0.00 | A | 5,291,250 | I | See Footnote |
| Common StockF4,F2 | Oct 17, 2018 | J | 126,953 | $0.00 | D | 5,164,297 | I | See Footnote |
| Common StockF5,F2 | Oct 17, 2018 | J | 5,164,297 | $0.00 | D | 0 | I | See Footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1As contemplated by the sponsor warrant exchange and share forfeiture agreement (the "Agreement"), dated June 25, 2018, between the registrant and Hennessy Capital Partners III LLC ("HCP"), 1,920,000 shares of common stock held by HCP were returned to the registrant for no consideration and cancelled. Hennessy Capital LLC is the managing member of HCP. Daniel J. Hennessy is the sole managing member of Hennessy Capital LLC. Consequently, Mr. Hennessy may be deemed the beneficial owner of the shares held by HCP and has sole voting and dispositive control over such securities.
- F2Mr. Hennessy disclaims beneficial ownership except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that he is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
- F3As contemplated by the Agreement, HCP exchanged 9,600,000 warrants of the registrant for 1,920,000 shares of the registrant's common stock
- F4To facilitate the proposed business combination between the registrant and NRC Group Holdings, LLC, HCP agreed to forfeit these shares for the benefit of certain investors.
- F5Represents the pro rata distribution of the shares of common stock of the registrant held by HCP to all of the members of the reporting person or their permitted transferees.