X0306 4 2019-11-01 1 0001703038 NRC GROUP HOLDINGS CORP. NRCG 0001251783 FREIDHEIM STEPHEN C C/O CYRUS CAPITAL PARTNERS, L.P. 65 EAST 55TH STREET, 35TH FLOOR NEW YORK NY 10022 1 0 1 0 0001166774 CYRUS CAPITAL PARTNERS GP, LLC C/O CYRUS CAPITAL PARTNERS, L.P. 65 EAST 55TH STREET, 35TH FLOOR NEW YORK NY 10022 1 0 1 0 0001166564 CYRUS CAPITAL PARTNERS, L.P. 65 EAST 55TH STREET, 35TH FLOOR NEW YORK NY 10022 1 0 1 0 0001755606 SBTS, LLC C/O CYRUS CAPITAL PARTNERS, L.P. 65 EAST 55TH STREET, 35TH FLOOR NEW YORK NY 10022 1 0 1 0 Common Stock 2019-11-01 4 D 0 1463415 D 0 I See Footnote 7% Series A Convertible Cumulative Preferred Stock 2019-11-01 4 D 0 530000 D Common Stock 4240000 0 I See Footnote Stock Option (right to buy) 10.25 2019-11-01 4 D 0 25000 D 2029-04-05 Common Stock 25000 0 I See Footnote At 12:01 a.m. Boise, Idaho time on November 1, 2019 (the "Effective Time"), the previously announced Mergers (as defined below) contemplated by the Agreement and Plan of Merger, dated as of June 23, 2019 (the "Merger Agreement"), by and among US Ecology Holdings, Inc. ("Predecessor US Ecology"), US Ecology, Inc. ("Successor US Ecology"), Rooster Merger Sub, Inc. ("NRCG Merger Sub"), ECOL Merger Sub, Inc. ("ECOL Merger Sub"), and NRC Group Holdings Corp. (the "Issuer"), were consummated. At the Effective Time, each share of the Issuer's 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 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 (Continued from footnote 1) (3) any dividends or other distributions to which the holder thereof became entitled to upon the surrender of such shares of Issuer common stock in accordance with the Merger Agreement. At the Effective Time, each share of the Issuer's 7.00% Series A Convertible Cumulative Preferred Stock ("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 Issuer 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 of the Series A Preferred Stock)) multiplied by (b) the NRCG Exchange Ratio, (Continued from footnote 2) (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. As a result of the consummation of the Mergers, the reporting persons received: (i) 286,829 shares of Successor US Ecology common stock pursuant to the conversion of 1,463,415 shares of Issuer common stock and (ii) 927,818 shares of Successor US Ecology common stock pursuant to the conversion of 530,000 shares of Series A Preferred Stock. At the Effective Time, outstanding equity awards of the Issuer, including the options to purchase 25,000 shares of Issuer common stock that were granted to John Rapaport for service on the Issuer's Board of Directors (the "Board"), (Continued from footnote 3) were automatically assumed by Successor US Ecology and converted into equity awards of Successor US Ecology pursuant to the terms of the Merger Agreement. The options to purchase 25,000 shares of Issuer common stock were replaced with options to purchase 4,900 shares of Successor US Ecology common stock at an exercise price of $52.30 per share. Such options were subject to accelerated vesting and became immediately vested and exercisable at the Effective Time. Mr. Rapaport had served on the Issuer's Board as a representative of SBTS, LLC ("SBTS") and its affiliates and resigned his Board position immediately prior to the Effective Time. Mr. Rapaport held the options for the benefit of SBTS. Because Mr. Rapaport served on the Board as a representative of SBTS and its affiliates, (Continued from footnote 4) Mr. Rapaport did not have a right to any economic interest in securities of the Issuer granted to him by the Issuer in respect of his Board position. SBTS was entitled to receive all of the economic interest in securities granted to Mr. Rapaport by the Issuer in respect of Mr. Rapaport's Board position. Mr. Rapaport disclaimed any direct beneficial ownership of the Issuer's securities to which this report relates and at no time did Mr. Rapaport have any economic interest in such securities except any indirect economic interest through SBTS and its affiliates. Securities of the Issuer that were held directly by SBTS. Stephen C. Freidheim may have been deemed to have indirectly beneficially owned the securities that were directly held by SBTS because Mr. Freidheim may have been deemed to have had voting and investment power over such securities as the sole member and manager of Cyrus Capital Partners GP, L.L.C. ("Cyrus Capital GP") and the Chief Investment Officer of Cyrus Capital Partners, L.P. ("Cyrus Capital Partners"). Cyrus Capital GP is the general partner of Cyrus Capital Partners and Cyrus Capital Partners is the Manager of SBTS. Cyrus Capital Partners, Cyrus Capital GP and Mr. Freidheim may have been deemed to have had a pecuniary interest in a portion of the securities that were held directly by SBTS due to Cyrus Capital Partners' right to a right to receive performance-based allocations. (Continued from footnote 6) Each of Stephen C. Freidheim, Cyrus Capital GP and Cyrus Capital Partners disclaimed beneficial ownership of the securities of the Issuer reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that any of Mr. Freidheim, Cyrus Capital GP or Cyrus Capital Partners was the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. The shares of Series A Preferred Stock were immediately convertible into shares of the Issuer's common stock and did not expire. Each share of Series A Preferred Stock was convertible into shares of the Issuer's common stock at a conversion rate equal to the quotient of (i) a Liquidation Preference of $100, divided by (ii) the Base Conversion Price of $12.50 (subject to adjustment as provided in the Certificate of Designations of the Series A Preferred Stock). The reported stock options vested in substantially equal installments on each of the first three anniversaries of October 17, 2018. John R. Rapaport, a partner in Cyrus Capital Partners, L.P., served on the Board of Directors of NRC Group Holdings Corp. (the "Issuer"). By virtue of their representation on the Board of Directors of the Issuer, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons were deemed directors by deputization of the Issuer. /s/ Stephen C. Freidheim 2019-11-05 CYRUS CAPITAL PARTNERS GP, L.L.C., Name: /s/ Stephen C. Freidheim, Title: Sole Member/Manager 2019-11-05 CYRUS CAPITAL PARTNERS, L.P., By: Cyrus Capital Partners GP, L.L.C., its general partner, Name: /s/ Stephen C. Freidheim, Title: Sole Member/Manager 2019-11-05 SBTS, LLC, By: Cyrus Capital Partners, L.P., its Manager, By: Cyrus Capital Partners GP, L.L.C., its general partner, Name: /s/ Stephen C. Freidheim, Title: Sole Member/Manager 2019-11-05