NRCG NRC Group Holdings Corp

[X] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES                                                                                   
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940                       

1. Name and Address of Reporting Person * JFL-NRCG Holdings IV, LLC	2. Issuer Name and Ticker or Trading Symbol NRC GROUP HOLDINGS CORP. [ NRCG ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    __X__ 10% Owner _____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle) C/O J.F. LEHMAN & COMPANY, 110 EAST 59TH STREET, 27TH FLOOR	3. Date of Earliest Transaction (MM/DD/YYYY) 11/1/2019
(Street) NEW YORK, NY 10022 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person _ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/1/2019		D		1892605 (3)	D	(3)	0	I	See Footnotes (1)(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Convertible Preferred Stock	(4)	11/1/2019		D (4)			275867	10/17/2018	(4)	Common Stock	2206936	(4)	0	I	See Footnote (1)(2)

Explanation of Responses:
(1)	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.
(2)	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.
(3)	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.
(4)	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.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
JFL-NRCG Holdings IV, LLC C/O J.F. LEHMAN & COMPANY 110 EAST 59TH STREET, 27TH FLOOR NEW YORK, NY 10022	X	X
JFL Equity Investors IV, L.P. C/O J.F. LEHMAN & COMPANY 110 EAST 59TH STREET, 27TH FLOOR NEW YORK, NY 10022	X	X
JFL GP Investors IV, LLC C/O J.F. LEHMAN & COMPANY 110 EAST 59TH STREET, 27TH FLOOR NEW YORK, NY 10022	X	X

Signatures
JFL-NRCG Holdings IV, LLC By: /s/ David Rattner, as secretary		11/1/2019
**Signature of Reporting Person		Date
JFL Equity Investors IV, L.P. By: JFL GP Investors IV, LLC Its General Partner By: /s/ David Rattner, attorney-in-fact		11/1/2019
**Signature of Reporting Person		Date
JFL GP Investors IV, LLC By: /s/ David Rattner, attorney-in-fact		11/1/2019
**Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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