0001213900-19-021778.txt : 20191101
0001213900-19-021778.hdr.sgml : 20191101
20191101121250
ACCESSION NUMBER: 0001213900-19-021778
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: Peterson Joseph J.
CENTRAL INDEX KEY: 0001754797
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38119
FILM NUMBER: 191186015
MAIL ADDRESS:
STREET 1: 3500 SUNRISE HWY., SUITE 200, BLDG. 200
CITY: GREAT RIVER
STATE: NY
ZIP: 11739
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
0
0001703038
NRC GROUP HOLDINGS CORP.
NRCG
0001754797
Peterson Joseph J.
C/O NRC GROUP HOLDINGS CORP.
952 ECHO LANE, SUITE 460
HOUSTON
TX
77024
0
1
0
0
Principal Financial Officer
Common Stock
2019-11-01
4
D
0
131607
D
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.
Includes unvested restricted stock units representing a contingent right to receive 96,586 shares of NRCG common stock upon vesting and settlement of such restricted stock units. The restricted stock units vest in three equal annual installments with the first tranche having vested on October 17, 2019 and the next tranches vesting on October 17, 2020 and October 17, 2021, respectively, subject to the satisfaction of the terms and conditions in the restricted stock unit agreement. The unvested restricted stock units were assumed by Holdco in the mergers and replaced with restricted stock units to receive shares of Holdco common stock as set forth in the Merger Agreement.
/s/ Joseph Peterson
2019-11-01