0000899243-19-010256.txt : 20190408 0000899243-19-010256.hdr.sgml : 20190408 20190408170409 ACCESSION NUMBER: 0000899243-19-010256 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190405 FILED AS OF DATE: 20190408 DATE AS OF CHANGE: 20190408 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FREIDHEIM STEPHEN C CENTRAL INDEX KEY: 0001251783 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38119 FILM NUMBER: 19737889 MAIL ADDRESS: STREET 1: C/O CYRUS CAPITAL PARTNERS, L.P. STREET 2: 399 PARK AVENUE, 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CYRUS CAPITAL PARTNERS GP, LLC CENTRAL INDEX KEY: 0001166774 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38119 FILM NUMBER: 19737890 BUSINESS ADDRESS: STREET 1: 399 PARK AVENUE, 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-380-5800 MAIL ADDRESS: STREET 1: 399 PARK AVENUE, 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: OZF MANAGEMENT LLC DATE OF NAME CHANGE: 20020208 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CYRUS CAPITAL PARTNERS, L.P. CENTRAL INDEX KEY: 0001166564 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38119 FILM NUMBER: 19737891 BUSINESS ADDRESS: STREET 1: 65 EAST 55 STREET STREET 2: 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-380-5800 MAIL ADDRESS: STREET 1: 65 EAST 55 STREET STREET 2: 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: CYRUS CAPITAL PARTNERS, LP DATE OF NAME CHANGE: 20050215 FORMER NAME: FORMER CONFORMED NAME: OZF MANAGEMENT L P DATE OF NAME CHANGE: 20020205 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SBTS, LLC CENTRAL INDEX KEY: 0001755606 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38119 FILM NUMBER: 19737892 BUSINESS ADDRESS: STREET 1: 65 EAST 55TH ST. STREET 2: 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2123805800 MAIL ADDRESS: STREET 1: 65 EAST 55TH ST. STREET 2: 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 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 doc4.xml FORM 4 SUBMISSION X0306 4 2019-04-05 0 0001703038 NRC GROUP HOLDINGS CORP. NRCG 0001251783 FREIDHEIM STEPHEN C C/O CYRUS CAPITAL PARTNERS, L.P. 65 EAST 55TH STREET, 35TH FLOOR NEW YORK NY 10022 1 0 1 0 0001166774 CYRUS CAPITAL PARTNERS GP, LLC C/O CYRUS CAPITAL PARTNERS, L.P. 65 EAST 55TH STREET, 35TH FLOOR NEW YORK NY 10022 1 0 1 0 0001166564 CYRUS CAPITAL PARTNERS, L.P. 65 EAST 55TH STREET 35TH FLOOR NEW YORK NY 10022 1 0 1 0 0001755606 SBTS, LLC C/O CYRUS CAPITAL PARTNERS, L.P. 65 EAST 55TH STREET, 35TH FLOOR NEW YORK NY 10022 1 0 1 0 Stock Option (right to buy) 10.25 2019-04-05 4 A 0 25000 0.00 A 2029-04-05 Common Stock 25000 25000 I See Footnotes On April 5, 2019, NRC Group Holdings Corp. (the "Issuer") granted these reported options to purchase 25,000 shares of the Issuer's common stock to John Rapaport, a member of the Issuer's Board of Directors (the "Board") in respect of his service on the Board. Mr. Rapaport holds these options for the benefit of SBTS, LLC ("SBTS"). Because Mr. Rapaport serves on the Board as a representative of SBTS and its affiliates, Mr. Rapaport does not have a right to any economic interest in securities of the Issuer granted to him by the Issuer in respect of his Board position. SBTS is entitled to receive all of the economic interest in securities granted to Mr. Rapaport by the Issuer in respect of Mr. Rapaport's Board position. Mr. Rapaport disclaims any direct beneficial ownership of the Issuer's securities to which this report relates and at no time has Mr. Rapaport had any economic interest in such securities except any indirect economic interest through SBTS and its affiliates. The reported stock options vest in substantially equal installments on each of the first three anniversaries of October 17, 2018. Stephen C. Freidheim may be deemed to indirectly beneficially own the securities beneficially owned by SBTS because Mr. Freidheim may be deemed to have voting and investment power over such securities as the sole member and manager of Cyrus Capital Partners GP, L.L.C. ("Cyrus Capital GP") and the Chief Investment Officer of Cyrus Capital Partners, L.P. ("Cyrus Capital Partners"). Cyrus Capital GP is the general partner of Cyrus Capital Partners and Cyrus Capital Partners is the Manager of SBTS. Cyrus Capital Partners, Cyrus Capital GP and Mr. Freidheim may be deemed to have a pecuniary interest in a portion of the securities beneficially owned by SBTS due to Cyrus Capital Partners' right to a right to receive performance-based allocations. (Continued from footnote 3) Each of Stephen C. Freidheim, Cyrus Capital GP and Cyrus Capital Partners disclaims beneficial ownership of the securities of the Issuer reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that any of Mr. Freidheim, Cyrus Capital GP or Cyrus Capital Partners is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. John R. Rapaport, a partner in Cyrus Capital Partners, L.P., serves on the Board of Directors of NRC Group Holdings Corp. (the "Issuer"). By virtue of their representation on the Board of Directors of the Issuer, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons are deemed directors by deputization of the Issuer. /s/ Stephen C. Freidheim 2019-04-08 CYRUS CAPITAL PARTNERS GP, L.L.C., Name: /s/ Stephen C. Freidheim, Title: Sole Member/Manager 2019-04-08 CYRUS CAPITAL PARTNERS, L.P., By: Cyrus Capital Partners GP, L.L.C., its general partner, Name: /s/ Stephen C. Freidheim, Title: Sole Member/Manager 2019-04-08 SBTS, LLC, By: Cyrus Capital Partners, L.P., its Manager, By: Cyrus Capital Partners GP, L.L.C., its general partner, Name: /s/ Stephen C. Freidheim, Title: Sole Member/Manager 2019-04-08 EX-99.1 2 attachment1.htm EX-99.1 DOCUMENT

					                                              Exhibit 99.1



                         Form 4 Joint Filer Information



Name:                                 Cyrus Capital Partners GP, L.L.C.

Address:                              c/o Cyrus Capital Partners, L.P.
                                      65 East 55th Street, 35th Floor
                                      New York, NY 10022


Date of Event Requiring Statement:   04/05/19


Name:                                Cyrus Capital Partners, L.P.

Address:                             65 East 55th Street, 35th Floor
                                     New York, NY 10022


Date of Event Requiring Statement:  04/05/19


Name:                                SBTS, LLC

Address:                             c/o Cyrus Capital Partners, L.P.
                                     65 East 55th Street, 35th Floor
                                     New York, NY 10022


Date of Event Requiring Statement:   04/05/19