Amended Statement of Beneficial Ownership (sc 13d/a)
November 06 2019 - 6:03AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 3)*
NRC
Group Holdings Corp.
(Name
of Issuer)
Common
Stock, par value $0.0001 per share
(Title
of Class of Securities)
629375106
(CUSIP
Number)
David
Rattner
110 East 59th Street, 27th Floor
New York, NY 10022
(212) 634-0100
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November
1, 2019
(Date
of Event Which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule
13d-7 for other parties to whom copies are to be sent.
*The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in
a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section
18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that
section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).
CUSIP:
629375106
Page:
Page 2 of 20
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
|
SOURCE
OF FUNDS
OO
(See Item 3)
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
0
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
14
|
TYPE
OF REPORTING PERSON
OO
|
|
|
|
|
CUSIP:
629375106
Page:
Page 3 of 20
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
|
SOURCE
OF FUNDS
OO
(See Item 3)
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
0
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
14
|
TYPE
OF REPORTING PERSON
OO
|
|
|
|
|
CUSIP:
629375106
Page:
Page 4 of 20
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
|
SOURCE
OF FUNDS
OO
(See Item 3)
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
0
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
14
|
TYPE
OF REPORTING PERSON
OO
|
|
|
|
|
CUSIP:
629375106
Page:
Page 5 of 20
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
|
SOURCE
OF FUNDS
OO
(See Item 3)
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
0
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
14
|
TYPE
OF REPORTING PERSON
OO
|
|
|
|
|
CUSIP:
629375106
Page:
Page 6 of 20
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
|
SOURCE
OF FUNDS
OO
(See Item 3)
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
0
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
14
|
TYPE
OF REPORTING PERSON
OO
|
|
|
|
|
CUSIP:
629375106
Page:
Page 7 of 20
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
|
SOURCE
OF FUNDS
OO
(See Item 3)
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
0
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
14
|
TYPE
OF REPORTING PERSON
OO
|
|
|
|
|
CUSIP:
629375106
Page:
Page 8 of 20
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
|
SOURCE
OF FUNDS
OO
(See Item 3)
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
0
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
14
|
TYPE
OF REPORTING PERSON
OO
|
|
|
|
|
CUSIP:
629375106
Page:
Page 9 of 20
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
|
SOURCE
OF FUNDS
OO
(See Item 3)
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
0
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
14
|
TYPE
OF REPORTING PERSON
OO
|
|
|
|
|
CUSIP:
629375106
Page:
Page 10 of 20
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
|
SOURCE
OF FUNDS
OO
(See Item 3)
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
0
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
14
|
TYPE
OF REPORTING PERSON
PN
|
|
|
|
|
CUSIP:
629375106
Page:
Page 11 of 20
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
|
SOURCE
OF FUNDS
OO
(See Item 3)
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
0
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
14
|
TYPE
OF REPORTING PERSON
OO
|
|
|
|
|
CUSIP:
629375106
Page:
Page 12 of 20
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
|
SOURCE
OF FUNDS
OO
(See Item 3)
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
0
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
14
|
TYPE
OF REPORTING PERSON
PN
|
|
|
|
|
CUSIP:
629375106
Page:
Page 13 of 20
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
|
SOURCE
OF FUNDS
OO
(See Item 3)
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
0
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
14
|
TYPE
OF REPORTING PERSON
OO
|
|
|
|
|
CUSIP:
629375106
Page:
Page 14 of 20
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
|
SOURCE
OF FUNDS
OO
(see Item 3)
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
0
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
14
|
TYPE
OF REPORTING PERSON
OO
|
|
|
|
|
CUSIP:
629375106
Page:
Page 15 of 20
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
|
SOURCE
OF FUNDS
OO
(see Item 3)
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
0
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
14
|
TYPE
OF REPORTING PERSON
OO
|
|
|
|
|
CUSIP:
629375106
Page:
Page 16 of 20
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
|
SOURCE
OF FUNDS
OO
(see Item 3)
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
0
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
14
|
TYPE
OF REPORTING PERSON
OO
|
|
|
|
|
CUSIP: 629375106
Page: Page 17 of 20
Explanatory
Note
This
Amendment No. 3 (this “Amendment”) to the Schedule 13D, filed with the Securities and Exchange Commission on October
29, 2018, as amended by Amendment No. 1 filed on May 10, 2019 and Amendment No. 2 filed on June 25, 2019 (the “Schedule
13D”), relates to the shares of common stock, $0.0001 par value per share (the “Common Stock”), of NRC Group
Holdings Corp., a Delaware corporation (the “Issuer”). Except as specifically provided herein, this Amendment does
not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined herein shall
have the meanings ascribed to such terms in the Schedule 13D.
This
Amendment is being filed to disclose that each of the Reporting Persons has ceased to be the beneficial owner of more than 5%
of the outstanding Common Stock of the Issuer as a result of the completion of the Mergers (as defined below), and consequently,
the filing of this Amendment represents the final amendment to the Schedule 13D and constitutes an “exit filing” for
each of the Reporting Persons.
Item
1.
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Security
and Issuer
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Item
1 to the Schedule 13D is hereby amended and restated as follows.
This
statement of beneficial ownership on Schedule 13D (this “Statement”) is filed on behalf of the Reporting Persons (as
defined below). This Statement relates to the shares of common stock, $0.0001 par value per share (the “Common Stock”),
of NRC Group Holdings Corp., a Delaware corporation (the “Issuer”). The Issuer’s principal executive offices
are located at 952 Echo Lane, Suite 460, Houston, Texas.
Item
4.
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Purpose
of the Transaction
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Item
4 to the Schedule 13D is hereby amended and supplemented as follows.
At
12:01 a.m. Boise, Idaho time on November 1, 2019 (the “Effective Time”), pursuant to the previously announced Agreement
and Plan of Merger (the “Merger Agreement”), dated June 23, 2019, by and among US Ecology, Inc. (f/k/a US Ecology
Parent, Inc.), a Delaware corporation (“Successor US Ecology”), US Ecology Holdings, Inc. (f/k/a US Ecology, Inc.),
a Delaware corporation (“Predecessor US Ecology”), Rooster Merger Sub, Inc., a Delaware corporation (“NRCG Merger
Sub”), and ECOL Merger Sub, Inc., a Delaware corporation (“ECOL Merger Sub”), (1) ECOL Merger Sub merged with
and into Predecessor US Ecology, with Predecessor US Ecology continuing as the surviving company and as a wholly-owned subsidiary
of Successor US Ecology (the “ECOL Merger”) and (2) NRCG Merger Sub merged with and into the Issuer, with the Issuer
continuing as the surviving company and as a wholly-owned subsidiary of Successor US Ecology (the “NRCG Merger,” and
together with the ECOL Merger, the “Mergers”).
At
the Effective Time, each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than cancelled
shares) was automatically converted into (1) 0.196 (the “NRCG Exchange Ratio”) of a share of common stock, par value
$0.01 per share, of Successor US Ecology (“Successor US Ecology Common Stock”), (2) any cash in lieu of fractional
shares of Successor US Ecology Common Stock payable pursuant to the Merger Agreement and (3) any dividends or other distributions
to which the holder thereof became entitled to upon the surrender of such shares of Common Stock in accordance with the Merger
Agreement. At the Effective Time, each share of 7.00% Series A Convertible Cumulative Preferred Stock, par value $0.0001 per share,
of the Issuer (“Series A Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than
Cancelled Series A Preferred Shares and Dissenting Shares (each as defined in the Merger Agreement)) was automatically converted
into (1) a whole number of shares of Successor US Ecology Common Stock equal to the product of (a) the number of shares of Common
Stock that such share of Series A Preferred Stock 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 Series A Preferred Stock, dated as of October 17, 2018 and corrected on October 23, 2018)) multiplied by (b) the NRCG Exchange
Ratio, (2) any cash in lieu of fractional shares of Successor US Ecology Common Stock payable pursuant to the Merger Agreement
and (3) any dividends or other distributions to which the holder thereof became entitled to upon the surrender of such shares
of Series A Preferred Stock in accordance with the Merger Agreement.
CUSIP: 629375106
Page: Page 18 of 20
As
a consequence of the completion of the Merger, the shares of Common Stock are no longer listed on the NYSE American, LLC and will
be deregistered under the Securities Exchange Act of 1934, as amended.
The
foregoing summary of the Mergers and the Merger Agreement does not purport to be complete and is subject to, and qualified in
its entirety by, the full text of the Merger Agreement, which was attached as Exhibit 2.1 to the Company’s Current Report
on Form 8-K filed with the Securities and Exchange Commission on June 24, 2019.
Item
5.
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Interest
in Securities of the Issuer.
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Item
5 to the Schedule 13D is hereby amended by replacing sections (a), (b), (c), and (e) of Item 5 with the following:
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(a)
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As
of the date of this Amendment, the Reporting Persons are no longer the beneficial owners
of any Common Stock.
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(b)
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As
of the date of this Amendment, the Reporting Persons are no longer the beneficial owners
of any Common Stock.
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(c)
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The
information set forth in Item 4 of this Amendment is hereby incorporated into this Item
5(c) by reference. Except for the transactions pursuant to the Merger Agreement described
herein, the Reporting Persons have not effected any transactions in shares of Common
Stock during the past 60 days.
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(e)
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At
the Effective Time, the Reporting Person ceased to beneficially own in excess of 5% of
the Common Shares outstanding.
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Item
6.
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Contracts,
Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
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Item
6 to the Schedule 13D is hereby amended and supplemented as follows.
The
information set forth in Item 4 of this Amendment is hereby incorporated by reference into this Item 6. As a result of the consummation
of the Mergers, the Investor Rights Agreement and the Registration Rights Agreement between the Reporting Persons and the Issuer
were terminated.
Item
7.
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Materials
to be Filed as Exhibits
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The
following documents are filed as exhibits hereto:
CUSIP: 629375106
Page: Page 19 of 20
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:
November 5, 2019
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JFL-NRC-SES
Partners, LLC
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By:
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/s/
David Rattner
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Name:
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David
Rattner
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Title:
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Secretary
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Dated:
November 5, 2019
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JFL-NRC
Partners, LLC
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By:
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/s/
David Rattner
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Name:
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David
Rattner
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Title:
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Secretary
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Dated:
November 5, 2019
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JFL-NRC
(JA) Holdings, LLC
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By:
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/s/
David Rattner
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Name:
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David
Rattner
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Title:
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Secretary
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Dated:
November 5, 2019
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JFL-NRC
Int. (JA) Holdings, LLC
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By:
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/s/
David Rattner
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Name:
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David
Rattner
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Title:
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Secretary
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Dated:
November 5, 2019
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JFL-SES
Partners, LLC
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By:
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/s/
David Rattner
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Name:
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David
Rattner
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Title:
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Secretary
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Dated:
November 5, 2019
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JFL-SES
Holdings, LLC
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By:
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/s/
David Rattner
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Name:
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David
Rattner
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Title:
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Secretary
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Dated:
November 5, 2019
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JFL-SES
(JA) Holdings, LLC
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By:
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/s/
David Rattner
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Name:
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David
Rattner
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Title:
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Secretary
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Dated:
November 5, 2019
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JFL-SES
Int. (JA) Holdings, LLC
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By:
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/s/
David Rattner
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Name:
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David
Rattner
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Title:
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Secretary
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CUSIP: 629375106
Page: Page 20 of 20
Dated:
November 5, 2019
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JFL
AIV Investors III-JA, L.P.
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By:
JFL GP Investors III, LLC
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Its:
General Partner
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By:
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/s/
David Rattner, attorney-in-fact
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Name:
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David
Rattner
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Dated:
November 5, 2019
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JFL
GP Investors III, LLC
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By:
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/s/
David Rattner, attorney-in-fact
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Name:
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David
Rattner
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Dated:
November 5, 2019
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JFL
GP Investors IV, LLC
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By:
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/s/
David Rattner, attorney-in-fact
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Name:
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David
Rattner
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Dated:
November 5, 2019
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JFL
Equity Investors IV, L.P.
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By:
JFL GP Investors IV, LLC
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Its:
General Partner
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By:
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/s/
David Rattner, attorney-in-fact
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Name:
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David
Rattner
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Dated:
November 5, 2019
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JFL-NRCG
Holdings III, LLC
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By:
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/s/
David Rattner
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Name:
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David
Rattner
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Title:
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Secretary
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Dated:
November 5, 2019
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JFL-NRCG
Holdings IV, LLC
|
|
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By:
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/s/
David Rattner
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Name:
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David
Rattner
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Title:
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Secretary
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Dated:
November 5, 2019
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JFL-NRCG
Annex Fund, LP
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By:
JFL GP Investors III, LLC
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Its:
General Partner
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By:
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/s/
David Rattner, attorney-in-fact
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Name:
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David
Rattner
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