SEC Form 3 · accession 0001213900-18-014521
NRC GROUP HOLDINGS CORP. · NRCG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
JFL Equity Investors IV, L.P.
10% Owner
JFL GP Investors IV, LLC
10% Owner
JFL-NRCG Holdings IV, LLC
10% Owner
Period of report
Oct 17, 2018
Accepted (ET)
Oct 26, 2018 · 7:14 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 StockF3,F1,F2 | holding | — | — | — | 1,892,605 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Convertible Preferred StockF1,F2,F3,F4 | $12.50 | holding | — | — | — | — | — | Common Stock | 2,206,936 | — | I |
Explanation of responses
- F1These securities of NRC Group Holdings Corp. (the "Issuer") are held by JFL-NRCG Holdings IV, LLC ("JFL-NRCG IV"). JFL-NRCG IV may be deemed to be controlled by its managing member, JFL Equity Investors IV, LP ("JFL Equity Investors"). JFL Equity Investors is controlled by its general partner, JFL GP Investors IV, LLC ("Ultimate GP IV"). Ultimate GP IV is controlled by its managers Messrs. John F. Lehman, Louis N. Mintz, Stephen L. Brooks, and C. Alexander Harman.
- F2Each 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.
- F3These securities were acquired on October 17, 2018, pursuant to that certain JFL Subscription Agreement dated June 25, 2018. JFL-NRCG IV is the record holder of 1,892,605 shares of the Issuer's common stock and 275,867 shares of the Issuer's Series A Convertible Preferred Stock.
- F4The Series A Convertible Preferred Stock is convertible at any time, at the holder's election, subject to the terms and provisions of the Certificate of Designation. The Series A Convertible Preferred Stock is initially convertible into the Issuer's common stock at a conversion rate equal to the quotient of (1) the liquidation preference ($100.00 per share) divided by (2) the base conversion price (currently $12.50) subject to customary adjustments. The holders of Series A Convertible Preferred Stock will be entitled to receive cumulative dividends at a rate per annum of 7.00%, paid quarterly in arrears, in cash or, at the election of the Issuer in common stock, or a combination of both.
Remarks
Exhibit List: Exhibit 24 - Power of Attorney