0001213900-19-021766.txt : 20191101
0001213900-19-021766.hdr.sgml : 20191101
20191101120143
ACCESSION NUMBER: 0001213900-19-021766
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20191101
FILED AS OF DATE: 20191101
DATE AS OF CHANGE: 20191101
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BAUMGARDNER JAMES R
CENTRAL INDEX KEY: 0001240597
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38119
FILM NUMBER: 191185939
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: NRC GROUP HOLDINGS CORP.
CENTRAL INDEX KEY: 0001703038
STANDARD INDUSTRIAL CLASSIFICATION: HAZARDOUS WASTE MANAGEMENT [4955]
IRS NUMBER: 814838205
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 952 ECHO LANE, SUITE 460
CITY: HOUSTON
STATE: TX
ZIP: 77024
BUSINESS PHONE: (832) 767-4749
MAIL ADDRESS:
STREET 1: 952 ECHO LANE, SUITE 460
CITY: HOUSTON
STATE: TX
ZIP: 77024
FORMER COMPANY:
FORMER CONFORMED NAME: Hennessy Capital Acquisition Corp. III
DATE OF NAME CHANGE: 20170405
4
1
ownership.xml
X0306
4
2019-11-01
1
0001703038
NRC GROUP HOLDINGS CORP.
NRCG
0001240597
BAUMGARDNER JAMES R
C/O NRC GROUP HOLDINGS CORP.
952 ECHO LANE, SUITE 460
HOUSTON
TX
77024
1
0
0
0
Common Stock
2019-11-01
4
D
0
5000
D
0
I
See Footnote
Non-Qualified Stock Option (Right to Buy)
10.25
2019-11-01
4
D
0
25000
A
2029-04-05
Common Stock
25000
0
D
Pursuant to the merger agreement between NRC Group Holdings Corp. (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 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.
This option, which provided for vesting in three substantially equal annual installments beginning October 17, 2019, was assumed by Holdco in the merger and replaced with an option to purchase 4,900 shares of Holdco common stock at an exercise price of $52.30 per share in accordance with the terms of the Merger Agreement. This option was subject to accelerated vesting and became immediately vested and exercisable at the Effective Time.
Shares of the Issuer's common stock are held by The Baumgardner Family Revocable Trust, dated December 6, 2006, as amended, of which Mr. Baumgardner serves as a co-trustee. Shares were previously reported as directly owned and are now being reported as indirectly owned.
/s/ Joseph Peterson, attorney-in-fact
2019-11-01