SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* ECP Management GP, LLC (Last) (First) (Middle) 40 BEECHWOOD ROAD (Street) SUMMIT NJ 07901 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/11/2020	3. Issuer Name and Ticker or Trading Symbol NESCO HOLDINGS, INC. [ NSCO ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(1)	(1)	Common Stock	60,000	(2)	I	See footnotes(3)(4)
Stock Option	(5)	06/11/2030	Common Stock	80,000	$4	I	See footnotes(3)(4)

1. Name and Address of Reporting Person* ECP Management GP, LLC (Last) (First) (Middle) 40 BEECHWOOD ROAD (Street) SUMMIT NJ 07901 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Energy Capital Partners Management, LP (Last) (First) (Middle) 40 BEECHWOOD ROAD (Street) SUMMIT NJ 07901 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The restricted stock units will vest in three equal, annual installments beginning on June 11, 2021

2. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.

3. Represents securities held directly by Energy Capital Partners Management, LP ("ECP Management"). Each of Jennifer Gray, Rahman D'Argenio, Matthew Himler and Douglas Kimmelman have entered into an agreement with ECP Management pursuant to which each of the foregoing individuals has irrevocably assigned any and all compensation, including the equity awards reported herein, that he or she may receive from serving as a director of the Issuer to ECP Management.

4. ECP ControlCo, LLC ("ECP ControlCo") is the sole member of ECP Management GP, LLC, which is the general partner of ECP Management. As a result, each of the foregoing entities may be deemed to share beneficial ownership of the securities held by ECP Management. The managing members of ECP ControlCo are Douglas Kimmelman, Andrew Singer, Peter Labbat, Tyler Reeder and Rahman D'Argenio all of whom collectively share the power to vote and dispose of the securities beneficially owned by ECP ControlCo. Each such individual disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

5. The stock option will vest in three equal, annual installments beginning on June 11, 2021

Remarks:

ECP ControlCo, LLC is separately filing a Form 4 to report beneficial ownership of the securities reported herein.

	ECP Management GP, LLC By: ECP ControlCo, LLC, its sole member By: /s/ Rahman D'Argenio, Managing Member	06/15/2020
	Energy Capital Partners Management, LP By: ECP Management GP, LLC, its general partner By: ECP ControlCo, LLC, its sole member By: /s/ Rahman D'Argenio, Managing Member	06/15/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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