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