Filing Details
- Accession Number:
- 0001493152-24-049478
- Form Type:
- 13D Filing
- Publication Date:
- 2024-12-09 19:00:00
- Filed By:
- Ecp Controlco, Llc
- Company:
- Custom Truck One Source Inc. (NYSE:CTOS)
- Filing Date:
- 2024-12-10
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| ECP ControlCo | 0 | 20,287,270 | 0 | 20,287,270 | 20,287,270 | 8.7% |
| Energy Capital Partners III | 0 | 20,287,270 | 0 | 20,287,270 | 20,287,270 | 8.7% |
| Energy Capital Partners GP III | 0 | 20,287,270 | 0 | 20,287,270 | 20,287,270 | 8.7% |
| Energy Capital Partners III | 0 | 20,287,270 | 0 | 20,287,270 | 20,287,270 | 8.7% |
| Energy Capital Partners III-A | 0 | 20,287,270 | 0 | 20,287,270 | 20,287,270 | 8.7% |
| Energy Capital Partners III-B | 0 | 20,287,270 | 0 | 20,287,270 | 20,287,270 | 8.7% |
| Energy Capital Partners III-C | 0 | 20,287,270 | 0 | 20,287,270 | 20,287,270 | 8.7% |
| Energy Capital Partners III-D | 0 | 20,287,270 | 0 | 20,287,270 | 20,287,270 | 8.7% |
| Energy Capital Partners GP III Co-Investment (NESCO) | 0 | 20,287,270 | 0 | 20,287,270 | 20,287,270 | 8.7% |
| Energy Capital Partners III (NESCO Co-Invest) | 0 | 20,287,270 | 0 | 20,287,270 | 20,287,270 | 8.7% |
| ECP Starlight Public GP | 0 | 20,287,270 | 0 | 20,287,270 | 20,287,270 | 8.7% |
| ECP Starlight Guarantor (Public) | 0 | 20,287,270 | 0 | 20,287,270 | 20,287,270 | 8.7% |
| NESCO Holdings GP | 0 | 20,287,270 | 0 | 20,287,270 | 20,287,270 | 8.7% |
| NESCO Holdings | 0 | 16,740,518 | 0 | 16,740,518 | 16,740,518 | 7 .2% |
| ECP Cardinal Holdings | 0 | 3,546,752 | 0 | 3,546,752 | 3,546,752 | 1 .5% |
United States
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Information to be Included in Statements Filed Pursuant to § 240.13d-1(a) and Amendments Thereto Filed Pursuant to § 240.13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
Custom Truck One Source, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
23204X103
(CUSIP Number)
Christopher M. Leininger, Esq.
c/o ECP
40 Beechwood Road
Summit, NJ 07901
(973) 671-6100
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 6, 2024
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 23204X103 | 13D | Page 1 of 20 Pages |
| 1 | Names of Reporting Persons
ECP ControlCo, LLC | |
| 2 | Check the Appropriate Box if a Member of a Group
| (a) ☐ (b) ☐ |
| 3 | SEC Use Only
| |
| 4 | Source of Funds (See Instructions)
OO | |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
| |
| 6 | Citizenship or Place of Organization
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | Sole Voting Power
0 |
| 8 | Shared Voting Power
20,287,270 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
20,287,270 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
20,287,270 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 | Percent of Class Represented by Amount in Row (11)
8.7% |
| 14 | Type of Reporting Person
OO (Limited Liability Company) |
| CUSIP No. 23204X103 | 13D | Page 2 of 20 Pages |
| 1 | Names of Reporting Persons
Energy Capital Partners III, LLC | |
| 2 | Check the Appropriate Box if a Member of a Group
| (a) ☐ (b) ☐ |
| 3 | SEC Use Only
| |
| 4 | Source of Funds (See Instructions)
OO | |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
| |
| 6 | Citizenship or Place of Organization
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | Sole Voting Power
0 |
| 8 | Shared Voting Power
20,287,270 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
20,287,270 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
20,287,270 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 | Percent of Class Represented by Amount in Row (11)
8.7% |
| 14 | Type of Reporting Person
OO (Limited Liability Company) |
| CUSIP No. 23204X103 | 13D | Page 3 of 20 Pages |
| 1 | Names of Reporting Persons
Energy Capital Partners GP III, LP | |
| 2 | Check the Appropriate Box if a Member of a Group
| (a) ☐ (b) ☐ |
| 3 | SEC Use Only
| |
| 4 | Source of Funds (See Instructions)
OO | |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
| |
| 6 | Citizenship or Place of Organization
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | Sole Voting Power
0 |
| 8 | Shared Voting Power
20,287,270 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
20,287,270 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
20,287,270 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 | Percent of Class Represented by Amount in Row (11)
8.7% |
| 14 | Type of Reporting Person
PN |
| CUSIP No. 23204X103 | 13D | Page 4 of 20 Pages |
| 1 | Names of Reporting Persons
Energy Capital Partners III, LP | |
| 2 | Check the Appropriate Box if a Member of a Group
| (a) ☐ (b) ☐ |
| 3 | SEC Use Only
| |
| 4 | Source of Funds (See Instructions)
OO | |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
| |
| 6 | Citizenship or Place of Organization
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | Sole Voting Power
0 |
| 8 | Shared Voting Power
20,287,270 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
20,287,270 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
20,287,270 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 | Percent of Class Represented by Amount in Row (11)
8.7% |
| 14 | Type of Reporting Person
PN |
| CUSIP No. 23204X103 | 13D | Page 5 of 20 Pages |
| 1 | Names of Reporting Persons
Energy Capital Partners III-A, LP | |
| 2 | Check the Appropriate Box if a Member of a Group
| (a) ☐ (b) ☐ |
| 3 | SEC Use Only
| |
| 4 | Source of Funds (See Instructions)
OO | |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
| |
| 6 | Citizenship or Place of Organization
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | Sole Voting Power
0 |
| 8 | Shared Voting Power
20,287,270 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
20,287,270 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
20,287,270 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 | Percent of Class Represented by Amount in Row (11)
8.7% |
| 14 | Type of Reporting Person
PN |
| CUSIP No. 23204X103 | 13D | Page 6 of 20 Pages |
| 1 | Names of Reporting Persons
Energy Capital Partners III-B, LP | |
| 2 | Check the Appropriate Box if a Member of a Group
| (a) ☐ (b) ☐ |
| 3 | SEC Use Only
| |
| 4 | Source of Funds (See Instructions)
OO | |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
| |
| 6 | Citizenship or Place of Organization
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | Sole Voting Power
0 |
| 8 | Shared Voting Power
20,287,270 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
20,287,270 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
20,287,270 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 | Percent of Class Represented by Amount in Row (11)
8.7% |
| 14 | Type of Reporting Person
PN |
| CUSIP No. 23204X103 | 13D | Page 7 of 20 Pages |
| 1 | Names of Reporting Persons
Energy Capital Partners III-C, LP | |
| 2 | Check the Appropriate Box if a Member of a Group
| (a) ☐ (b) ☐ |
| 3 | SEC Use Only
| |
| 4 | Source of Funds (See Instructions)
OO | |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
| |
| 6 | Citizenship or Place of Organization
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | Sole Voting Power
0 |
| 8 | Shared Voting Power
20,287,270 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
20,287,270 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
20,287,270 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 | Percent of Class Represented by Amount in Row (11)
8.7% |
| 14 | Type of Reporting Person
PN |
| CUSIP No. 23204X103 | 13D | Page 8 of 20 Pages |
| 1 | Names of Reporting Persons
Energy Capital Partners III-D, LP | |
| 2 | Check the Appropriate Box if a Member of a Group
| (a) ☐ (b) ☐ |
| 3 | SEC Use Only
| |
| 4 | Source of Funds (See Instructions)
OO | |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
| |
| 6 | Citizenship or Place of Organization
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | Sole Voting Power
0 |
| 8 | Shared Voting Power
20,287,270 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
20,287,270 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
20,287,270 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 | Percent of Class Represented by Amount in Row (11)
8.7% |
| 14 | Type of Reporting Person
PN |
| CUSIP No. 23204X103 | 13D | Page 9 of 20 Pages |
| 1 | Names of Reporting Persons
Energy Capital Partners GP III Co-Investment (NESCO), LLC | |
| 2 | Check the Appropriate Box if a Member of a Group
| (a) ☐ (b) ☐ |
| 3 | SEC Use Only
| |
| 4 | Source of Funds (See Instructions)
OO | |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
| |
| 6 | Citizenship or Place of Organization
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | Sole Voting Power
0 |
| 8 | Shared Voting Power
20,287,270 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
20,287,270 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
20,287,270 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 | Percent of Class Represented by Amount in Row (11)
8.7% |
| 14 | Type of Reporting Person
OO (Limited Liability Company) |
| CUSIP No. 23204X103 | 13D | Page 10 of 20 Pages |
| 1 | Names of Reporting Persons
Energy Capital Partners III (NESCO Co-Invest), LP | |
| 2 | Check the Appropriate Box if a Member of a Group
| (a) ☐ (b) ☐ |
| 3 | SEC Use Only
| |
| 4 | Source of Funds (See Instructions)
OO | |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
| |
| 6 | Citizenship or Place of Organization
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | Sole Voting Power
0 |
| 8 | Shared Voting Power
20,287,270 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
20,287,270 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
20,287,270 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 | Percent of Class Represented by Amount in Row (11)
8.7% |
| 14 | Type of Reporting Person
PN |
| CUSIP No. 23204X103 | 13D | Page 11 of 20 Pages |
| 1 | Names of Reporting Persons
ECP Starlight Public GP, LLC | |
| 2 | Check the Appropriate Box if a Member of a Group
| (a) ☐ (b) ☐ |
| 3 | SEC Use Only
| |
| 4 | Source of Funds (See Instructions)
OO | |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
| |
| 6 | Citizenship or Place of Organization
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | Sole Voting Power
0 |
| 8 | Shared Voting Power
20,287,270 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
20,287,270 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
20,287,270 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 | Percent of Class Represented by Amount in Row (11)
8.7% |
| 14 | Type of Reporting Person
OO (Limited Liability Company) |
| CUSIP No. 23204X103 | 13D | Page 12 of 20 Pages |
| 1 | Names of Reporting Persons
ECP Starlight Guarantor (Public), LP | |
| 2 | Check the Appropriate Box if a Member of a Group
| (a) ☐ (b) ☐ |
| 3 | SEC Use Only
| |
| 4 | Source of Funds (See Instructions)
OO | |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
| |
| 6 | Citizenship or Place of Organization
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | Sole Voting Power
0 |
| 8 | Shared Voting Power
20,287,270 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
20,287,270 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
20,287,270 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 | Percent of Class Represented by Amount in Row (11)
8.7% |
| 14 | Type of Reporting Person
PN |
| CUSIP No. 23204X103 | 13D | Page 13 of 20 Pages |
| 1 | Names of Reporting Persons
NESCO Holdings GP, LLC | |
| 2 | Check the Appropriate Box if a Member of a Group
| (a) ☐ (b) ☐ |
| 3 | SEC Use Only
| |
| 4 | Source of Funds (See Instructions)
OO | |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
| |
| 6 | Citizenship or Place of Organization
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | Sole Voting Power
0 |
| 8 | Shared Voting Power
20,287,270 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
20,287,270 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
20,287,270 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 | Percent of Class Represented by Amount in Row (11)
8.7% |
| 14 | Type of Reporting Person
OO (Limited Liability Company) |
| CUSIP No. 23204X103 | 13D | Page 14 of 20 Pages |
| 1 | Names of Reporting Persons
NESCO Holdings, LP | |
| 2 | Check the Appropriate Box if a Member of a Group
| (a) ☐ (b) ☐ |
| 3 | SEC Use Only
| |
| 4 | Source of Funds (See Instructions)
OO | |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
| |
| 6 | Citizenship or Place of Organization
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | Sole Voting Power
0 |
| 8 | Shared Voting Power
16,740,518 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
16,740,518 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
16,740,518 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 | Percent of Class Represented by Amount in Row (11)
7.2% |
| 14 | Type of Reporting Person
PN |
| CUSIP No. 23204X103 | 13D | Page 15 of 20 Pages |
| 1 | Names of Reporting Persons
ECP Cardinal Holdings, LP | |
| 2 | Check the Appropriate Box if a Member of a Group
| (a) ☐ (b) ☐ |
| 3 | SEC Use Only
| |
| 4 | Source of Funds (See Instructions)
OO | |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
| |
| 6 | Citizenship or Place of Organization
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | Sole Voting Power
0 |
| 8 | Shared Voting Power
3,546,752 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
3,546,752 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,546,752 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 | Percent of Class Represented by Amount in Row (11)
1.5% |
| 14 | Type of Reporting Person
PN |
| CUSIP No. 23204X103 | 13D | Page 16 of 20 Pages |
Explanatory Note
This Amendment No. 6 to Schedule 13D (this “Amendment No. 6”) amends and supplements the statement on Schedule 13D filed with the United States Securities and Exchange Commission (the “SEC”) on August 7, 2019, as amended to date (the “Statement”), relating to the common stock, par value $0.0001 per share (the “Common Stock”), of Custom Truck One Source, Inc. (the “Issuer”). Capitalized terms used herein without definition shall have the meaning set forth in the Statement.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 of the Statement is hereby amended and restated in its entirety as follows:
(a) – (b)
The following sets forth, as of the date of this Statement, the aggregate number of shares of Common Stock and percentage of shares of Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 233,432,467 shares of Common Stock outstanding as of October 28, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on October 30, 2024.
| Reporting Person | Amount beneficially owned | Percent of class | Sole power to vote or to direct the vote | Shared power to vote or to direct the vote | Sole power to dispose or to direct the disposition | Shared power to dispose or to direct the disposition | ||||||||||||||||||
| ECP ControlCo, LLC | 20,287,270 | 8.7 | % | 0 | 20,287,270 | 0 | 20,287,270 | |||||||||||||||||
| Energy Capital Partners III, LLC | 20,287,270 | 8.7 | % | 0 | 20,287,270 | 0 | 20,287,270 | |||||||||||||||||
| Energy Capital Partners GP III, LP | 20,287,270 | 8.7 | % | 0 | 20,287,270 | 0 | 20,287,270 | |||||||||||||||||
| Energy Capital Partners III, LP | 20,287,270 | 8.7 | % | 0 | 20,287,270 | 0 | 20,287,270 | |||||||||||||||||
| Energy Capital Partners III-A, LP | 20,287,270 | 8.7 | % | 0 | 20,287,270 | 0 | 20,287,270 | |||||||||||||||||
| Energy Capital Partners III-B, LP | 20,287,270 | 8.7 | % | 0 | 20,287,270 | 0 | 20,287,270 | |||||||||||||||||
| Energy Capital Partners III-C, LP | 20,287,270 | 8.7 | % | 0 | 20,287,270 | 0 | 20,287,270 | |||||||||||||||||
| Energy Capital Partners III-D, LP | 20,287,270 | 8.7 | % | 0 | 20,287,270 | 0 | 20,287,270 | |||||||||||||||||
| Energy Capital Partners GP III Co-Investment (NESCO), LLC | 20,287,270 | 8.7 | % | 0 | 20,287,270 | 0 | 20,287,270 | |||||||||||||||||
| Energy Capital Partners III (NESCO Co-Invest), LP | 20,287,270 | 8.7 | % | 0 | 20,287,270 | 0 | 20,287,270 | |||||||||||||||||
| ECP Starlight Public GP, LLC | 20,287,270 | 8.7 | % | 0 | 20,287,270 | 0 | 20,287,270 | |||||||||||||||||
| ECP Starlight Guarantor (Public), LP | 20,287,270 | 8.7 | % | 0 | 20,287,270 | 0 | 20,287,270 | |||||||||||||||||
| NESCO Holdings GP, LLC | 20,287,270 | 8.7 | % | 0 | 20,287,270 | 0 | 20,287,270 | |||||||||||||||||
| NESCO Holdings, LP | 16,740,518 | 7.2 | % | 0 | 16,740,518 | 0 | 16,740,518 | |||||||||||||||||
| ECP Cardinal Holdings, LP | 3,546,752 | 1.5 | % | 0 | 3,546,752 | 0 | 3,546,752 | |||||||||||||||||
| CUSIP No. 23204X103 | 13D | Page 17 of 20 Pages |
ECP Cardinal Holdings, LP and NESCO Holdings, LP are the record holders of 3,546,752 and 16,740,518 shares of Common Stock, respectively.
ECP ControlCo, LLC is controlled by its board of managers, which consists of Douglas Kimmelman, Peter Labbat, Tyler Reeder, Rahman D’Argenio, Raoul Hughes and Xavier Robert (together, the “ECP Managers”), all of whom collectively share the power to vote and dispose of the securities beneficially owned by ECP ControlCo, LLC. As a result of the relationships described below, each of the ECP Managers may be deemed to share beneficial ownership of the securities described herein. Each individual disclaims beneficial ownership of such securities.
ECP ControlCo, LLC is the managing member of Energy Capital Partners III, LLC, which is the general partner of (i) Energy Capital Partners GP III, LP, which is the general partner of each of Energy Capital Partners III, LP, Energy Capital Partners III-A, LP, Energy Capital Partners III-B, LP, Energy Capital Partners III-C, LP, and Energy Capital Partners III-D, LP, which are the sole members of ECP Starlight Public GP, LLC, which is the general partner of ECP Starlight Guarantor (Public), LP, and (ii) Energy Capital Partners GP III Co-Investment (NESCO), LLC, which is the general partner of Energy Capital Partners III (NESCO Co-Invest), LP. ECP Starlight Guarantor (Public), LP and Energy Capital Partners III (NESCO Co-Invest), LP are the sole members of NESCO Holdings GP, LLC, which is the general partner of each of ECP Cardinal Holdings, LP and NESCO Holdings, LP. Each of the foregoing entities may be deemed to share beneficial ownership of the securities held of record by ECP Cardinal Holdings, LP and NESCO Holdings, LP.
(c) From November 18, 2024, to December 6, 2024, ECP Cardinal Holdings, LP and NESCO Holdings, LP disposed of an aggregate of 3,097,609 shares of Common Stock in a series of open-market transactions. Details by date, listing the number of shares of Common Stock disposed of and the weighted average price per share, are provided below. The Reporting Persons undertake to provide, upon request by the staff of the SEC or the Issuer, full information regarding the number of shares sold at each separate price for each transaction.
| Date | Shares Disposed of by ECP Cardinal Holdings, LP | Shares Disposed of by NESCO Holdings, LP | Weighted Average Price | |||||||||
| November 18, 2024 | 9,367 | 44,159 | $ | 5.0569 | ||||||||
| November 19, 2024 | 5,769 | 27,198 | $ | 5.0291 | ||||||||
| November 20, 2024 | 7,229 | 34,079 | $ | 5.1023 | ||||||||
| November 21, 2024 | 10,842 | 51,111 | $ | 5.2491 | ||||||||
| November 22, 2024 | 26,290 | 123,941 | $ | 5.6286 | ||||||||
| November 25, 2024 | 18,298 | 86,258 | $ | 5.8984 | ||||||||
| November 26, 2024 | 11,142 | 52,527 | $ | 5.7794 | ||||||||
| November 29, 2024 | 9,581 | 45,171 | $ | 5.9880 | ||||||||
| December 2, 2024 | 11,598 | 54,677 | $ | 5.8199 | ||||||||
| December 4, 2024 | 8,819 | 41,575 | $ | 5.7096 | ||||||||
| December 5, 2024 | 8,550 | 40,308 | $ | 5.7703 | ||||||||
| December 6, 2024 | 3,346 | 15,774 | $ | 5.7300 | ||||||||
| December 6, 2024 | 410,843 | 1,939,157 | $ | 5.1600 | ||||||||
| TOTAL: | 541,674 | 2,555,935 | ||||||||||
(d) None.
(e) Not applicable.
| CUSIP No. 23204X103 | 13D | Page 18 of 20 Pages |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.
Date: December 10, 2024
| ECP ControlCo, LLC | ||
| By: | /s/ Rahman D’Argenio | |
| Name: | Rahman D’Argenio | |
| Title: | Managing Member | |
| Energy Capital Partners III, LLC | ||
| By: | ECP ControlCo, LLC, its managing member | |
| By: | /s/ Rahman D’Argenio | |
| Name: | Rahman D’Argenio | |
| Title: | Managing Member | |
| Energy Capital Partners GP III, LP | ||
| By: | Energy Capital Partners III, LLC, its general partner | |
| By: | ECP ControlCo, LLC, its managing member | |
| By: | /s/ Rahman D’Argenio | |
| Name: | Rahman D’Argenio | |
| Title: | Managing Member | |
| Energy Capital Partners III, LP | ||
| By: | Energy Capital Partners GP III, LP, its general partner | |
| By: | Energy Capital Partners III, LLC, its general partner | |
| By: | ECP ControlCo, LLC, its managing member | |
| By: | /s/ Rahman D’Argenio | |
| Name: | Rahman D’Argenio | |
| Title: | Managing Member | |
| Energy Capital Partners III-A, LP | ||
| By: | Energy Capital Partners GP III, LP, its general partner | |
| By: | Energy Capital Partners III, LLC, its general partner | |
| By: | ECP ControlCo, LLC, its managing member | |
| By: | /s/ Rahman D’Argenio | |
| Name: | Rahman D’Argenio | |
| Title: | Managing Member | |
| CUSIP No. 23204X103 | 13D | Page 19 of 20 Pages |
| Energy Capital Partners III-B, LP | ||
| By: | Energy Capital Partners GP III, LP, its general partner | |
| By: | Energy Capital Partners III, LLC, its general partner | |
| By: | ECP ControlCo, LLC, its managing member | |
| By: | /s/ Rahman D’Argenio | |
| Name: | Rahman D’Argenio | |
| Title: | Managing Member | |
| Energy Capital Partners III-C, LP | ||
| By: | Energy Capital Partners GP III, LP, its general partner | |
| By: | Energy Capital Partners III, LLC, its general partner | |
| By: | ECP ControlCo, LLC, its managing member | |
| By: | /s/ Rahman D’Argenio | |
| Name: | Rahman D’Argenio | |
| Title: | Managing Member | |
| Energy Capital Partners III-D, LP | ||
| By: | Energy Capital Partners GP III, LP, its general partner | |
| By: | Energy Capital Partners III, LLC, its general partner | |
| By: | ECP ControlCo, LLC, its managing member | |
| By: | /s/ Rahman D’Argenio | |
| Name: | Rahman D’Argenio | |
| Title: | Managing Member | |
| Energy Capital Partners GP III Co-Investment (NESCO), LLC | ||
| By: | Energy Capital Partners III, LLC, its general partner | |
| By: | ECP ControlCo, LLC, its managing member | |
| By: | /s/ Rahman D’Argenio | |
| Name: | Rahman D’Argenio | |
| Title: | Managing Member | |
| Energy Capital Partners III (NESCO Co-Invest), LP | ||
| By: | Energy Capital Partners GP III Co-Investment (NESCO), LLC | |
| By: | Energy Capital Partners III, LLC, its general partner | |
| By: | ECP ControlCo, LLC, its managing member | |
| By: | /s/ Rahman D’Argenio | |
| Name: | Rahman D’Argenio | |
| Title: | Managing Member | |
| CUSIP No. 23204X103 | 13D | Page 20 of 20 Pages |
| ECP Starlight Public GP, LLC | ||
| By: | /s/ Christopher M. Leininger | |
| Name: | Christopher M. Leininger | |
| Title: | Executive Vice President & General Counsel | |
| ECP Starlight Guarantor (Public), LP | ||
| By: | ECP Starlight Public GP, LLC, its general partner | |
| By: | /s/ Christopher M. Leininger | |
| Name: | Christopher M. Leininger | |
| Title: | Executive Vice President & General Counsel | |
| NESCO Holdings GP, LLC | ||
| By: | /s/ Rahman D’Argenio | |
| Name: | Rahman D’Argenio | |
| Title: | President | |
| NESCO Holdings, LP | ||
| By: | NESCO Holdings GP, LLC, its general partner | |
| By: | /s/ Rahman D’Argenio | |
| Name: | Rahman D’Argenio | |
| Title: | President | |
| ECP Cardinal Holdings, LP | ||
| By: | NESCO Holdings GP, LLC, its general partner | |
| By: | /s/ Rahman D’Argenio | |
| Name: | Rahman D’Argenio | |
| Title: | President | |