4//SEC Filing
JFL-NRCG Annex Fund, L.P. 4
Accession 0001213900-19-021774
CIK 0001703038other
Filed
Oct 31, 8:00 PM ET
Accepted
Nov 1, 12:07 PM ET
Size
14.8 KB
Accession
0001213900-19-021774
Insider Transaction Report
Form 4
JFL-NRCG Holdings III, LLC
10% Owner
Transactions
- Disposition to Issuer
Series A Convertible Preferred Stock
2019-11-01−24,133→ 0 total(indirect: See Footnotes)From: 2018-10-17→ Common Stock (193,064 underlying) - Disposition to Issuer
Common Stock
2019-11-01−165,568→ 0 total(indirect: See Footnotes) - Disposition to Issuer
Common Stock
2019-11-01−23,021,521→ 0 total(indirect: See Footnotes)
JFL-NRCG Annex Fund, L.P.
10% Owner
Transactions
- Disposition to Issuer
Common Stock
2019-11-01−23,021,521→ 0 total(indirect: See Footnotes) - Disposition to Issuer
Common Stock
2019-11-01−165,568→ 0 total(indirect: See Footnotes) - Disposition to Issuer
Series A Convertible Preferred Stock
2019-11-01−24,133→ 0 total(indirect: See Footnotes)From: 2018-10-17→ Common Stock (193,064 underlying)
Footnotes (5)
- [F1]These securities of NRC Group Holdings Corp. (the "Issuer") are held by JFL-NRC-SES Partners, LLC ("JFL Partners"), which may be deemed to be controlled by its sole members, JFL-NRC Partners, LLC ("JFL-NRC") and JFL-SES Partners, LLC ("JFL-SES"). JFL-SES is controlled by JFL-SES Holdings, LLC ("JFL-SES Holdings"), which is controlled by its member JFL-SES (JA) Holdings, LLC ("JFL-SES (JA)"), which is controlled by its sole member JFL-SES Int. (JA) Holdings, LLC ("JFL-SES Int."), which is controlled by its member JFL AIV Investors III-JA, L.P. ("JFL AIV JA"). JFL-NRC is controlled by its member JFL-NRC (JA) Holdings, LLC ("JFL-NRC (JA)"), which is controlled by its sole member JFL-NRC Int. (JA) Holdings, LLC ("JFL-NRC Int."), which is controlled by its member JFL AIV JA. JFL AIV JA is controlled by its general partner, JFL GP Investors III, LLC ("Ultimate GP III"), which is controlled by its managers Messrs. John F. Lehman, Louis N. Mintz, Stephen L. Brooks, and C. Alexander Harman.
- [F2]These securities of the Issuer are held by JFL-NRCG Holdings III, LLC ("JFL-NRCG III"). JFL-NRCG III may be deemed to be controlled by its managing member, JFL-NRCG Annex Fund, LP ("Annex Fund"). Annex Fund is controlled by its general partner, Ultimate GP III. Ultimate GP III is controlled by its managers Messrs. Lehman, Mintz, Brooks, and Harman.
- [F3]Each 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.
- [F4]Pursuant to the merger agreement between 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 (the "Exchange Ratio") 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.
- [F5]Pursuant to the Merger Agreement each share of 7.00% Series A Convertible Cumulative Preferred Stock (the "Series A Convertible Preferred") of the Issuer issued and outstanding immediately prior to the Effective Time was converted into the right to receive, and became exchangeable for, (1) a whole number of shares of Holdco common stock equal to the product of (a) the number of shares of the Issuer's common stock that such share of Series A Convertible Preferred could be converted into at the Effective Time (including Fundamental Change Additional Shares and Accumulated Dividends (each as defined in the Certificate of Designations, Preferences, Rights and Limitations of the Issuer's Series A Convertible Preferred, dated as of October 17, 2018 and corrected on October 23, 2018)) multiplied by (b) the Exchange Ratio and (2) any cash in lieu of fractional shares of Holdco common stock.
Documents
Issuer
NRC GROUP HOLDINGS CORP.
CIK 0001703038
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001755591
Filing Metadata
- Form type
- 4
- Filed
- Oct 31, 8:00 PM ET
- Accepted
- Nov 1, 12:07 PM ET
- Size
- 14.8 KB