4//SEC Filing
JFL GP Investors IV, LLC 4
Accession 0001213900-19-021775
CIK 0001703038other
Filed
Oct 31, 8:00 PM ET
Accepted
Nov 1, 12:11 PM ET
Size
13.8 KB
Accession
0001213900-19-021775
Insider Transaction Report
Form 4
JFL Equity Investors IV, L.P.
10% Owner
Transactions
- Disposition to Issuer
Series A Convertible Preferred Stock
2019-11-01−275,867→ 0 total(indirect: See Footnote)From: 2018-10-17→ Common Stock (2,206,936 underlying) - Disposition to Issuer
Common Stock
2019-11-01−1,892,605→ 0 total(indirect: See Footnotes)
JFL GP Investors IV, LLC
10% Owner
Transactions
- Disposition to Issuer
Series A Convertible Preferred Stock
2019-11-01−275,867→ 0 total(indirect: See Footnote)From: 2018-10-17→ Common Stock (2,206,936 underlying) - Disposition to Issuer
Common Stock
2019-11-01−1,892,605→ 0 total(indirect: See Footnotes)
JFL-NRCG Holdings IV, LLC
10% Owner
Transactions
- Disposition to Issuer
Common Stock
2019-11-01−1,892,605→ 0 total(indirect: See Footnotes) - Disposition to Issuer
Series A Convertible Preferred Stock
2019-11-01−275,867→ 0 total(indirect: See Footnote)From: 2018-10-17→ Common Stock (2,206,936 underlying)
Footnotes (4)
- [F1]These 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.
- [F2]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.
- [F3]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.
- [F4]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 0001755593
Filing Metadata
- Form type
- 4
- Filed
- Oct 31, 8:00 PM ET
- Accepted
- Nov 1, 12:11 PM ET
- Size
- 13.8 KB