Filing Details

Accession Number:
0001213900-18-014112
Form Type:
4
Zero Holdings:
No
Publication Time:
2018-10-18 19:25:49
Reporting Period:
2018-10-17
Accepted Time:
2018-10-18 19:25:49
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1703038 Nrc Group Holdings Corp. NRCG () 4
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1519536 J Daniel Hennessy 3485 N. Pines Way, Suite 110
Wilson WY 83014
Yes No Yes No
1597166 Hennessy Capital Llc 3485 N. Pines Way, Suite 110
Wilson WY 83014
No No Yes No
1703210 Hennessy Capital Partners Iii Llc 3485 N. Pines Way, Suite 110
Wilson WY 83014
No No Yes No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock Disposition 2018-10-17 1,920,000 $0.00 3,371,250 No 4 J Indirect See Footnote
Common Stock Acquisiton 2018-10-17 1,920,000 $0.00 5,291,250 No 4 P Indirect See Footnote
Common Stock Disposition 2018-10-17 126,953 $0.00 5,164,297 No 4 J Indirect See Footnote
Common Stock Disposition 2018-10-17 5,164,297 $0.00 0 No 4 J Indirect See Footnote
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 J Indirect See Footnote
No 4 P Indirect See Footnote
No 4 J Indirect See Footnote
No 4 J Indirect See Footnote
Footnotes
  1. As contemplated by the sponsor warrant exchange and share forfeiture agreement (the "Agreement"), dated June 25, 2018, between the registrant and Hennessy Capital Partners III LLC ("HCP"), 1,920,000 shares of common stock held by HCP were returned to the registrant for no consideration and cancelled. Hennessy Capital LLC is the managing member of HCP. Daniel J. Hennessy is the sole managing member of Hennessy Capital LLC. Consequently, Mr. Hennessy may be deemed the beneficial owner of the shares held by HCP and has sole voting and dispositive control over such securities.
  2. Mr. Hennessy disclaims beneficial ownership except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that he is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
  3. As contemplated by the Agreement, HCP exchanged 9,600,000 warrants of the registrant for 1,920,000 shares of the registrant's common stock
  4. To facilitate the proposed business combination between the registrant and NRC Group Holdings, LLC, HCP agreed to forfeit these shares for the benefit of certain investors.
  5. Represents the pro rata distribution of the shares of common stock of the registrant held by HCP to all of the members of the reporting person or their permitted transferees.