CUSIP: 91734M103
Page: Page 2 of 21
1
|
NAMES OF REPORTING PERSONS
JFL-NRC-SES Partners, LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
0
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (1)
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
12
|
TYPE OF REPORTING PERSON
OO
|
(1)
|
JFL-NRC-SES
Partners, LLC (“JFL Partners”) 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”). Ultimate GP III
is controlled by its managers Messrs. John F. Lehman, Louis N. Mintz, Stephen L. Brooks, and C. Alexander Harman.
|
CUSIP: 91734M103
Page: Page 3 of 21
1
|
NAMES OF REPORTING PERSONS
JFL-NRC Partners, LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
0
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (1)
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
12
|
TYPE OF REPORTING PERSON
OO
|
(1)
|
JFL-NRC-SES Partners, LLC (“JFL Partners”) may be
deemed to be controlled by its sole members, JFL-NRC Partners, LLC (“JFL-NRC”) and JFL-SES Partners, LLC (“JFL-SES”).
JFL-NRC has a 65% pecuniary interest in shares held by JFL Partners and JFL-SES has a 35% pecuniary interest in shares held by
JFL Partners.
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”). Ultimate GP III is controlled by its managers Messrs. John F. Lehman, Louis N. Mintz,
Stephen L. Brooks, and C. Alexander Harman.
|
CUSIP: 91734M103
Page: Page 4 of 21
1
|
NAMES OF REPORTING PERSONS
JFL-NRC (JA) Holdings, LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
0
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (1)
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
12
|
TYPE OF REPORTING PERSON
OO
|
(1)
|
JFL-NRC-SES Partners, LLC (“JFL Partners”) may be
deemed to be controlled by its sole members, JFL-NRC Partners, LLC (“JFL-NRC”) and JFL-SES Partners, LLC (“JFL-SES”).
JFL-NRC has a 65% pecuniary interest in shares held by JFL Partners and JFL-SES has a 35% pecuniary interest in shares held by
JFL Partners.
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”). Ultimate GP III is controlled by its managers Messrs. John F. Lehman, Louis N. Mintz,
Stephen L. Brooks, and C. Alexander Harman.
|
CUSIP: 91734M103
Page: Page 5 of 21
1
|
NAMES OF REPORTING PERSONS
JFL-NRC Int. (JA) Holdings, LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
0
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (1)
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
12
|
TYPE OF REPORTING PERSON
OO
|
(1)
|
JFL-NRC-SES Partners, LLC (“JFL Partners”) may be
deemed to be controlled by its sole members, JFL-NRC Partners, LLC (“JFL-NRC”) and JFL-SES Partners, LLC (“JFL-SES”).
JFL-NRC has a 65% pecuniary interest in shares held by JFL Partners and JFL-SES has a 35% pecuniary interest in shares held by
JFL Partners.
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”). Ultimate GP III is controlled by its managers Messrs. John F. Lehman, Louis N. Mintz,
Stephen L. Brooks, and C. Alexander Harman.
|
CUSIP: 91734M103
Page: Page 6 of 21
1
|
NAMES OF REPORTING PERSONS
JFL-SES Partners, LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
0
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (1)
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
12
|
TYPE OF REPORTING PERSON
OO
|
(1)
|
JFL-NRC-SES Partners, LLC (“JFL Partners”) may be
deemed to be controlled by its sole members, JFL-NRC Partners, LLC (“JFL-NRC”) and JFL-SES Partners, LLC (“JFL-SES”).
JFL-NRC has a 65% pecuniary interest in shares held by JFL Partners and JFL-SES has a 35% pecuniary interest in shares held by
JFL Partners.
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”). Ultimate GP III is controlled by its managers Messrs. John F. Lehman, Louis N. Mintz,
Stephen L. Brooks, and C. Alexander Harman.
|
CUSIP: 91734M103
Page: Page 7 of 21
1
|
NAMES OF REPORTING PERSONS
JFL-SES Holdings, LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
0
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (1)
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
12
|
TYPE OF REPORTING PERSON
OO
|
(1)
|
JFL-NRC-SES Partners, LLC (“JFL Partners”) may be
deemed to be controlled by its sole members, JFL-NRC Partners, LLC (“JFL-NRC”) and JFL-SES Partners, LLC (“JFL-SES”).
JFL-NRC has a 65% pecuniary interest in shares held by JFL Partners and JFL-SES has a 35% pecuniary interest in shares held by
JFL Partners.
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”). Ultimate GP III is controlled by its managers Messrs. John F. Lehman, Louis N. Mintz,
Stephen L. Brooks, and C. Alexander Harman.
|
CUSIP: 91734M103
Page: Page 8 of 21
1
|
NAMES OF REPORTING PERSONS
JFL-SES (JA) Holdings, LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
0
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (1)
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
12
|
TYPE OF REPORTING PERSON
OO
|
(1)
|
JFL-NRC-SES Partners, LLC (“JFL Partners”) may be
deemed to be controlled by its sole members, JFL-NRC Partners, LLC (“JFL-NRC”) and JFL-SES Partners, LLC (“JFL-SES”).
JFL-NRC has a 65% pecuniary interest in shares held by JFL Partners and JFL-SES has a 35% pecuniary interest in shares held by
JFL Partners.
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”). Ultimate GP III is controlled by its managers Messrs. John F. Lehman, Louis N. Mintz,
Stephen L. Brooks, and C. Alexander Harman.
|
CUSIP: 91734M103
Page: Page 9 of 21
1
|
NAMES OF REPORTING PERSONS
JFL-SES Int. (JA) Holdings, LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
0
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (1)
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
12
|
TYPE OF REPORTING PERSON
OO
|
(1)
|
JFL-NRC-SES Partners, LLC (“JFL Partners”) may be
deemed to be controlled by its sole members, JFL-NRC Partners, LLC (“JFL-NRC”) and JFL-SES Partners, LLC (“JFL-SES”).
JFL-NRC has a 65% pecuniary interest in shares held by JFL Partners and JFL-SES has a 35% pecuniary interest in shares held by
JFL Partners.
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”). Ultimate GP III is controlled by its managers Messrs. John F. Lehman, Louis N. Mintz,
Stephen L. Brooks, and C. Alexander Harman.
|
CUSIP: 91734M103
Page: Page 10 of 21
1
|
NAMES OF REPORTING PERSONS
JFL AIV Investors III-JA, L.P
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
0
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (1)
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
12
|
TYPE OF REPORTING PERSON
PN
|
(1)
|
JFL-NRC-SES Partners, LLC (“JFL Partners”) 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”). Ultimate GP III is controlled by its managers Messrs. John F. Lehman, Louis N. Mintz,
Stephen L. Brooks, and C. Alexander Harman.
|
CUSIP: 91734M103
Page: Page 11 of 21
1
|
NAMES OF REPORTING PERSONS
JFL-NRCG Holdings III, LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
0
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (1)
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
12
|
TYPE OF REPORTING PERSON
OO
|
(1)
|
JFL-NRCG Holdings III, LLC (“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, JFL GP Investors III, LLC (“Ultimate GP III”). Ultimate GP III is controlled by its managers Messrs. John F. Lehman, Louis N. Mintz, Stephen L. Brooks, and C. Alexander Harman.
|
CUSIP: 91734M103
Page: Page 12 of 21
1
|
NAMES OF REPORTING PERSONS
JFL-NRCG Annex Fund, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
0
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (1)
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
12
|
TYPE OF REPORTING PERSON
PN
|
(1)
|
JFL-NRCG Holdings III, LLC (“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, JFL GP Investors III, LLC (“Ultimate GP III”). Ultimate GP III is controlled by its managers Messrs. John F. Lehman, Louis N. Mintz, Stephen L. Brooks, and C. Alexander Harman.
|
CUSIP: 91734M103
Page: Page 13 of 21
1
|
NAMES OF REPORTING PERSONS
JFL GP Investors III, LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
31,866
|
6
|
SHARED VOTING POWER
0
|
7
|
SOLE DISPOSITIVE POWER
31,866
|
8
|
SHARED DISPOSITIVE POWER
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,866 (1)
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
*
|
12
|
TYPE OF REPORTING PERSON
OO
|
(1)
|
These securities of US Ecology, Inc. (the “Issuer”) are directly held by Ultimate GP III, which represents a change in the form of ownership of these shares received by Ultimate GP III in a pro-rata in-kind distribution of Common Stock for no consideration.
|
|
|
*
|
Represents less than 1%.
|
CUSIP: 91734M103
Page: Page 14 of 21
1
|
NAMES OF REPORTING PERSONS
JFL-NRCG Holdings IV, LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
0
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (1)
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
12
|
TYPE OF REPORTING PERSON
OO
|
(1)
|
JFL-NRCG Holdings IV, LLC (“JFL-NRCG IV”) may be deemed to be controlled by its managing member, JFL Equity Investors IV, LP (“JFL Equity Investors IV”). JFL Equity Investors IV is controlled by its general partner, JFL GP Investors IV (“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.
|
CUSIP: 91734M103
Page: Page 15 of 21
1
|
NAMES OF REPORTING PERSONS
JFL Equity Investors IV, LP
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
0
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (1)
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
12
|
TYPE OF REPORTING PERSON
OO
|
(1)
|
JFL-NRCG Holdings IV, LLC (“JFL-NRCG IV”) may be deemed to be controlled by its managing member, JFL Equity Investors IV, LP (“JFL Equity Investors IV”). JFL Equity Investors IV is controlled by its general partner, JFL GP Investors IV (“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.
|
CUSIP: 91734M103
Page: Page 16 of 21
1
|
NAMES OF REPORTING PERSONS
JFL GP Investors IV, LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
5,161
|
6
|
SHARED VOTING POWER
0
|
7
|
SOLE DISPOSITIVE POWER
5,161
|
8
|
SHARED DISPOSITIVE POWER
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,161 (1)
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
*
|
12
|
TYPE OF REPORTING PERSON
OO
|
(1)
|
These securities of US Ecology, Inc. (the “Issuer”) are directly held by Ultimate GP IV, which represents a change in the form of ownership of these shares received by Ultimate GP IV in a pro-rata in –kind distribution of Common Stock for no consideration.
|
|
|
*
|
Represents less than 1%.
|
CUSIP: 91734M103
Page: Page 17 of 21
Item
1(a). Name of Issuer: US Ecology, Inc. (the “Issuer”)
Item
1(b). Address of Issuer’s Principal Executive Officers: 101 S. Capitol Blvd., Suite 1000, Boise, Idaho 83702.
Item
2(a). Name of Person Filing:
JFL-NRC-SES
Partners, LLC (“JFL Partners”)
JFL-NRC Partners, LLC (“JFL-NRC”)
JFL-NRC (JA) Holdings, LLC (“JFL-NRC (JA)”)
JFL-NRC Int. (JA) Holdings, LLC (“JFL-NRC Int.”)
JFL-SES Partners, LLC (“JFL-SES”)
JFL-SES Holdings, LLC (“JFL-SES Holdings”)
JFL-SES (JA) Holdings, LLC (“JFL-SES (JA)”)
JFL-SES Int. (JA) Holdings, LLC (“JFL-SES Int.”)
JFL AIV Investors III-JA, L.P. (“JFL AIV JA”)
JFL GP Investors III, LLC (“Ultimate GP III”)
JFL-NRCG Holdings III, LLC (“JFL-NRCG III”)
JFL-NRCG Annex Fund, L.P. (“Annex Fund”)
JFL-NRCG Holdings IV, LLC (“JFL-NRCG IV”)
JFL Equity Investors IV, LP (“JFL Equity Investors IV”)
JFL GP Investors IV, LLC (“Ultimate GP IV”)
*Each
a “Reporting Person,” and collectively, the “Reporting Persons”).
Item
2(b). Address or Principal Business Office or, if None, Residence:
The
principal business office for all persons filing is:
110
East 59th Street, 27th Floor, New York, NY 10022
Item
2(c). Citizenship: See Item 4 of each cover page.
Item
2(d). Title of Class of Securities: Common Stock, par value $0.01 per share (the “Shares”).
Item
2(e). CUSIP No.: 91734M103.
Item
3. If this Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is
a: Not applicable.
Item
4. Ownership.
Amount
beneficially owned: See Item 9 of each cover page.
Percent
of class: See Item 11 of each cover page.
Number
of shares as to which the person has:
|
(i)
|
Sole
power to vote or to direct the vote: See Item 5 of each cover page.
|
|
(ii)
|
Shared
power to vote or to direct the vote: See Item 6 of each cover page.
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of: See Item 7 of each cover page.
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of: See Item 8 of each cover page.
|
The
ownership percentages are calculated based upon 31,503,073 shares of the Issuer’s Common Stock outstanding as of May 5,
2020.
JFL
Partners may be deemed to be controlled by its sole members, JFL-NRC and JFL-SES. JFL-SES is controlled by JFL-SES Holdings, which
is controlled by its member JFL-SES (JA), which is controlled by its sole member JFL-SES Int., which is controlled by its member
JFL AIV JA. JFL-NRC is controlled by its member JFL-NRC (JA), which is controlled by its sole member JFL-NRC Int., which is controlled
by its member JFL AIV JA. JFL AIV JA is controlled by its general partner, Ultimate GP III.
CUSIP: 91734M103
Page: Page 18 of 21
JFL-NRCG
III may be deemed to be controlled by its managing member, Annex Fund, LP. Annex Fund is controlled by its general partner, Ultimate
GP III.
JFL-NRCG
IV may be deemed to be controlled by its managing member, JFL Equity Investors IV. JFL Equity Investors IV is controlled by its
general partner, Ultimate GP IV.
Ultimate
GP III and Ultimate GP IV are controlled by its managers Messrs. John F. Lehman, Louis N. Mintz, Stephen L. Brooks, and C. Alexander
Harman. Decision-making authority requires at a minimum 3 of 4 managers.
Neither
the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that any Reporting Person or
other person named herein is, for the purposes of sections 13(d) or 13(g) of the Act or for any other purpose, the beneficial
owner of any securities covered by this statement.
Certain
Reporting Persons are party to that certain Registration Rights Agreement with the Issuer containing customary registration rights.
Item
5. Ownership of 5 Percent or Less of a Class.
If
this statement is being filed to report the fact that as of the date hereof each of the Reporting Persons has ceased to be the
beneficial owner of more than 5 percent of the class of securities, check the following ☒.
Each
of the Reporting Persons ceased to be a beneficial owner of more than 5 percent of the shares of Common Stock of the Issuer. Consequently,
this Amendment No. 3 constitutes an exit filing with respect to each of the Reporting Persons.
Item
6. Ownership of More than 5 Percent on Behalf of Another Person.
Not
applicable.
Item
7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
or Control Person.
Not
applicable.
Item
8. Identification and Classification of Members of the Group.
Not
applicable.
Item
9. Notice of Dissolution of Group.
Not
applicable.
Item
10. Certifications.
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than
activities solely in connection with a nomination under §240.14a-11.
CUSIP: 91734M103
Page: Page 19 of 21
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated:
May 12, 2020
|
JFL-NRC-SES
Partners, LLC
|
|
|
|
|
By:
|
/s/
David Rattner
|
|
Name:
|
David
Rattner
|
|
Title:
|
Secretary
|
|
|
|
Dated:
May 12, 2020
|
JFL-NRC
Partners, LLC
|
|
|
|
|
By:
|
/s/
David Rattner
|
|
Name:
|
David
Rattner
|
|
Title:
|
Secretary
|
|
|
|
Dated:
May 12, 2020
|
JFL-NRC
(JA) Holdings, LLC
|
|
|
|
|
By:
|
/s/
David Rattner
|
|
Name:
|
David
Rattner
|
|
Title:
|
Secretary
|
|
|
|
Dated:
May 12, 2020
|
JFL-NRC
Int. (JA) Holdings, LLC
|
|
|
|
|
By:
|
/s/
David Rattner
|
|
Name:
|
David
Rattner
|
|
Title:
|
Secretary
|
|
|
|
Dated:
May 12, 2020
|
JFL-SES
Partners, LLC
|
|
|
|
|
By:
|
/s/
David Rattner
|
|
Name:
|
David
Rattner
|
|
Title:
|
Secretary
|
|
|
|
Dated:
May 12, 2020
|
JFL-SES
Holdings, LLC
|
|
|
|
|
By:
|
/s/
David Rattner
|
|
Name:
|
David
Rattner
|
|
Title:
|
Secretary
|
|
|
|
Dated:
May 12, 2020
|
JFL-SES
(JA) Holdings, LLC
|
|
|
|
|
By:
|
/s/
David Rattner
|
|
Name:
|
David
Rattner
|
|
Title:
|
Secretary
|
|
|
|
Dated:
May 12, 2020
|
JFL-SES
Int. (JA) Holdings, LLC
|
|
|
|
|
By:
|
/s/
David Rattner
|
|
Name:
|
David
Rattner
|
|
Title:
|
Secretary
|
CUSIP: 91734M103
Page: Page 20 of 21
Dated:
May 12, 2020
|
JFL
AIV Investors III-JA, L.P.
|
|
By:
JFL GP Investors III, LLC
|
|
Its:
General Partner
|
|
|
|
|
By:
|
/s/
David Rattner, attorney-in-fact
|
|
Name:
|
David
Rattner
|
|
|
|
Dated:
May 12, 2020
|
JFL
GP Investors III, LLC
|
|
|
|
|
By:
|
/s/
David Rattner, attorney-in-fact
|
|
Name:
|
David
Rattner
|
|
|
|
Dated:
May 12, 2020
|
JFL
GP Investors IV, LLC
|
|
|
|
|
By:
|
/s/
David Rattner, attorney-in-fact
|
|
Name:
|
David
Rattner
|
|
|
|
Dated:
May 12, 2020
|
JFL
Equity Investors IV, L.P.
|
|
By:
JFL GP Investors IV, LLC
|
|
Its:
General Partner
|
|
|
|
|
By:
|
/s/
David Rattner, attorney-in-fact
|
|
Name:
|
David
Rattner
|
|
|
|
Dated:
May 12, 2020
|
JFL-NRCG
Holdings III, LLC
|
|
|
|
|
By:
|
/s/
David Rattner
|
|
Name:
|
David
Rattner
|
|
Title:
|
Secretary
|
|
|
|
Dated:
May 12, 2020
|
JFL-NRCG
Holdings IV, LLC
|
|
|
|
|
By:
|
/s/
David Rattner
|
|
Name:
|
David
Rattner
|
|
Title:
|
Secretary
|
|
|
|
Dated:
May 12, 2020
|
JFL-NRCG
Annex Fund, LP
|
|
By:
JFL GP Investors III, LLC
|
|
Its:
General Partner
|
|
|
|
|
By:
|
/s/
David Rattner, attorney-in-fact
|
|
Name:
|
David
Rattner
|
CUSIP: 91734M103
Page: Page 21 of 21
EXHIBIT
INDEX