4//SEC Filing
Swinbank Christian T. 4
Accession 0001213900-19-021779
CIK 0001703038other
Filed
Oct 31, 8:00 PM ET
Accepted
Nov 1, 12:13 PM ET
Size
6.2 KB
Accession
0001213900-19-021779
Insider Transaction Report
Form 4
Swinbank Christian T.
DirectorCEO and President
Transactions
- Disposition to Issuer
Common Stock
2019-11-01−206,476→ 0 total
Footnotes (2)
- [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]Includes unvested restricted stock units representing a contingent right to receive 152,742 shares of NRCG common stock upon vesting and settlement of such restricted stock units. The restricted stock units vest in three equal annual installments with the first tranche having vested on October 17, 2019 and the next tranches vesting on October 17, 2020 and October 17, 2021, respectively, subject to the satisfaction of the terms and conditions in the restricted stock unit agreement. The unvested restricted stock units were assumed by Holdco in the mergers and replaced with restricted stock units to receive shares of Holdco common stock as set forth in the Merger Agreement.
Documents
Issuer
NRC GROUP HOLDINGS CORP.
CIK 0001703038
Entity typeother
Related Parties
1- filerCIK 0001754724
Filing Metadata
- Form type
- 4
- Filed
- Oct 31, 8:00 PM ET
- Accepted
- Nov 1, 12:13 PM ET
- Size
- 6.2 KB