X0306 4 2013-11-22 1 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 2013-11-22 4 J 0 196261 A 196261 D Common Stock 2013-11-22 4 J 0 196261 0 D 0 D On November 22, 2013, certain members of management of NTS contributed an aggregate of 196,261 shares of NTS common stock to NTS Holding (as defined below), the sole owner of Parent, in exchange for newly issued shares of NTS Holding, valuing the contributed securities at $23.00 per share. NTS Holding subsequently contributed and assigned such shares to Parent. This statement is being filed jointly by Parent and Messrs. Gerald L. Parsky and John T. Mapes. 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 was the sole stockholder of NTS Holding Corporation, Inc. (f/k/a Aurora Pacific Equity Partners, Inc.) ("NTS Holding") at the time of the transactions described herein, which in turn is the sole stockholder of Parent. Messrs. Parsky, Mapes, ACPIV, AEPIV and NTS Holding (collectively, the "Aurora Persons") may be deemed to beneficially own any shares of NTS common stock beneficially owned by Parent as a result of the aforementioned described relationship of each such person with Parent. Except as described in footnote (1), none of the Aurora Persons 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"). Neither the filing of this Form 4 nor any of its contents shall be deemed to constitute an admission by any of the Aurora Persons that it is the beneficial owner of any shares 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. On November 22, 2013, pursuant to the terms of the Merger Agreement, each share of NTS common stock held by Parent was automatically cancelled for no consideration. * By virtue of the voting rights granted to Nest Parent, Inc. ("Parent") in that certain Voting Agreement, dated as of August 15, 2013, among Parent and the shareholders of National Technical Systems, Inc. ("NTS") party thereto, which was entered into in connection with that certain Agreement and Plan of Merger, dated as of August 15, 2013 (the "Merger Agreement"), by and among Parent, Nest Merger Sub, Inc., a wholly-owned subsidiary of Parent, and NTS, Parent may have been deemed for purposes of Rule 13d-3 of the Exchange Act to beneficially own approximately 18.7% of NTS's common stock prior to the consummation of the transactions described herein. Neither the filing of this Form 4 nor any of its contents (other than with respect to the shares of NTS common stock reported as directly owned by Parent herein) shall be deemed to constitute an admission that Parent is the beneficial owner of any shares of NTS common stock for purposes of Section 13(d) of the Exchange Act or for any other purposes. /s/ Timothy J. Hart, as Vice, President, Secretary and General Counsel for Nest Parent, Inc. 2013-11-26 /s/ Gerald L. Parsky 2013-11-26 /s/ John T, Mapes 2013-11-26