FREIDHEIM STEPHEN C 4
4 · NRC GROUP HOLDINGS CORP. · Filed Apr 8, 2019
Insider Transaction Report
Form 4
FREIDHEIM STEPHEN C
Director10% Owner
Transactions
- Award
Stock Option (right to buy)
2019-04-05+25,000→ 25,000 total(indirect: See Footnotes)Exercise: $10.25Exp: 2029-04-05→ Common Stock (25,000 underlying)
Footnotes (4)
- [F1]On April 5, 2019, NRC Group Holdings Corp. (the "Issuer") granted these reported options to purchase 25,000 shares of the Issuer's common stock to John Rapaport, a member of the Issuer's Board of Directors (the "Board") in respect of his service on the Board. Mr. Rapaport holds these options for the benefit of SBTS, LLC ("SBTS"). Because Mr. Rapaport serves on the Board as a representative of SBTS and its affiliates, Mr. Rapaport does not have a right to any economic interest in securities of the Issuer granted to him by the Issuer in respect of his Board position. SBTS is entitled to receive all of the economic interest in securities granted to Mr. Rapaport by the Issuer in respect of Mr. Rapaport's Board position. Mr. Rapaport disclaims any direct beneficial ownership of the Issuer's securities to which this report relates and at no time has Mr. Rapaport had any economic interest in such securities except any indirect economic interest through SBTS and its affiliates.
- [F2]The reported stock options vest in substantially equal installments on each of the first three anniversaries of October 17, 2018.
- [F3]Stephen C. Freidheim may be deemed to indirectly beneficially own the securities beneficially owned 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 beneficially owned by SBTS due to Cyrus Capital Partners' right to a right to receive performance-based allocations.
- [F4](Continued from footnote 3) 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.