3//SEC Filing
JFL-NRCG Holdings IV, LLC 3
Accession 0001213900-19-022952
CIK 0001783400other
Filed
Nov 11, 7:00 PM ET
Accepted
Nov 12, 4:52 PM ET
Size
32.3 KB
Accession
0001213900-19-022952
Insider Transaction Report
Form 3
US Ecology, Inc.ECOL
JFL Equity Investors IV, L.P.
10% Owner
Holdings
- 853,882(indirect: See Footnotes)
Common Stock
JFL-NRCG Holdings IV, LLC
10% Owner
Holdings
- 853,882(indirect: See Footnotes)
Common Stock
JFL GP Investors IV, LLC
10% Owner
Holdings
- 853,882(indirect: See Footnotes)
Common Stock
Footnotes (4)
- [F1]These securities of US Ecology, Inc. (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]Shares acquired pursuant to the Merger Agreement (as defined below). On November 1, 2019, pursuant to the merger agreement between the Issuer, US Ecology Holdings, Inc. (f/k/a US Ecology, Inc.), Rooster Merger Sub, Inc., ECOL Merger Sub, Inc. and NRC Group Holdings Corp. ("NRCG") (the "Merger Agreement"), each share of NRCG'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 the Issuer's common stock for each share of NRCG's common stock (the "Exchange Ratio") and (2) any cash in lieu of fractional shares of the Issuer's common stock.
- [F4]Shares acquired pursuant to the Merger Agreement. Pursuant to the Merger Agreement each share of 7.00% Series A Convertible Cumulative Preferred Stock (the "Series A Convertible Preferred") of NRCG 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 the Issuer's common stock equal to the product of (a) the number of shares of NRCG'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 NRCG'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 the Issuer's common stock.
Issuer
US Ecology, Inc.
CIK 0001783400
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001755703
Filing Metadata
- Form type
- 3
- Filed
- Nov 11, 7:00 PM ET
- Accepted
- Nov 12, 4:52 PM ET
- Size
- 32.3 KB