4//SEC Filing
BAUMGARDNER JAMES R 4
Accession 0001213900-19-021766
CIK 0001703038other
Filed
Oct 31, 8:00 PM ET
Accepted
Nov 1, 12:01 PM ET
Size
8.4 KB
Accession
0001213900-19-021766
Insider Transaction Report
Form 4
BAUMGARDNER JAMES R
Director
Transactions
- Disposition to Issuer
Common Stock
2019-11-01−5,000→ 0 total(indirect: See Footnote) - Disposition to Issuer
Non-Qualified Stock Option (Right to Buy)
2019-11-01+25,000→ 0 totalExercise: $10.25Exp: 2029-04-05→ Common Stock (25,000 underlying)
Footnotes (3)
- [F1]Pursuant to the merger agreement between NRC Group Holdings Corp. (the "Issuer"), US Ecology, Inc., US Ecology Parent, Inc. ("Holdco"), Rooster Merger Sub, Inc. and ECOL Merger Sub, Inc. (the "Merger Agreement"), each share of the Issuer'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 Holdco common stock for each share of the Issuer's common stock and (2) any cash in lieu of fractional shares of Holdco common stock. The Holdco common stock had a market value of approximately $62.23 per share at the close of market immediately prior to the Effective Time.
- [F2]This option, which provided for vesting in three substantially equal annual installments beginning October 17, 2019, was assumed by Holdco in the merger and replaced with an option to purchase 4,900 shares of Holdco common stock at an exercise price of $52.30 per share in accordance with the terms of the Merger Agreement. This option was subject to accelerated vesting and became immediately vested and exercisable at the Effective Time.
- [F3]Shares of the Issuer's common stock are held by The Baumgardner Family Revocable Trust, dated December 6, 2006, as amended, of which Mr. Baumgardner serves as a co-trustee. Shares were previously reported as directly owned and are now being reported as indirectly owned.
Documents
Issuer
NRC GROUP HOLDINGS CORP.
CIK 0001703038
Entity typeother
Related Parties
1- filerCIK 0001240597
Filing Metadata
- Form type
- 4
- Filed
- Oct 31, 8:00 PM ET
- Accepted
- Nov 1, 12:01 PM ET
- Size
- 8.4 KB