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