X0206 3 2013-08-15 0 0000110536 NATIONAL TECHNICAL SYSTEMS INC /CA/ NTSC 0001585304 Nest Parent, Inc. 10877 WILSHIRE BLVD., SUITE 2100 LOS ANGELES CA 90024 0 0 1 0 0001256531 PARSKY GERALD L 10877 WILSHIRE BLVD., SUITE 2100 LOS ANGELES CA 90024 0 0 1 0 0001335349 Mapes John T 10877 WILSHIRE BLVD., SUITE 2100 LOS ANGELES CA 90024 0 0 1 0 Common Stock 0 D This statement is being filed jointly by Nest Parent, Inc. ("Parent") and Messrs. Gerald L. Parsky and John T. Mapes (collectively, the "Reporting Persons"). Messrs. Parsky and Mapes are the sole managing members of Aurora Capital Partners IV LLC ("ACPIV"), which is the general partner of Aurora Equity Partners IV L.P. ("AEPIV"), which is the sole stockholder of Aurora Pacific Equity Partners, Inc. ("APEP"), which in turn is the sole stockholder of Parent. Messrs. Parsky, Mapes, ACPIV, AEPIV and APEP may be deemed to beneficially own any shares of National Technical Systems, Inc. ("NTS") common stock beneficially owned by Parent as a result of the aforementioned described relationship of each such person with Parent. None of the Reporting Persons (nor any of ACPIV, AEPIV or APEP) has a pecuniary interest in any shares of NTS common stock and therefore is not the beneficial owner of any shares of NTS common stock for purposes of Rule 16a-1(a)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). By virtue of the voting rights granted to Parent in that certain Voting Agreement, dated as of August 15, 2013, among Parent and the NTS shareholders party thereto, which was entered into in connection with that certain Agreement and Plan of Merger, dated as of August 15, 2013, by and among Parent, Nest Merger Sub, Inc., a wholly-owned subsidiary of Parent, and NTS, the Reporting Persons (and each of ACPIV, AEPIV and APEP) may be deemed for purposes of Rule 13d-3 of the Exchange Act to beneficially own approximately 18.7% of NTS's common stock. Neither the filing of this Form 3 nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons (or by ACPIV, AEPIV or APEP) that it is the beneficial owner of any share of NTS common stock for purposes of Section 13(d) of the Exchange Act or for any other purposes, and such beneficial ownership thereof is expressly disclaimed. /s/ Timothy J. Hart, as Vice, President, Secretary and General Counsel for Nest Parent, Inc. 2013-08-30 /s/ Gerald L. Parsky 2013-08-30 /s/ John T. Mapes 2013-08-30