SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

EIN MARK

(Last)

(First)

(Middle)

C/O CAPITOL INVESTMENT CORP. IV

1300 17TH STREET, SUITE 820

(Street)

ARLINGTON

20009

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NESCO HOLDINGS, INC. [ NSCO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/30/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	07/30/2019		C		5,049,592	A	⁽¹⁾	5,049,592	I	By Capitol Acquisition Management IV, LLC⁽⁷⁾
Common Stock	07/31/2019		A		656,697	A	$10	5,706,286	I	By Capitol Acquisition Management IV, LLC⁽⁷⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Ordinary Shares	⁽¹⁾	07/30/2019		D			1,537,074	⁽¹⁾	⁽¹⁾	Common Stock	1,537,074	⁽¹⁾	5,049,592	I	By Capitol Acquisition Management IV, LLC⁽⁷⁾
Class B Ordinary Shares	⁽¹⁾	07/30/2019		C			5,049,592	⁽¹⁾	⁽¹⁾	Common Stock	5,049,592	⁽¹⁾	0	I	By Capitol Acquisition Management IV, LLC⁽⁷⁾
Warrants	$11.5	07/30/2019		D			1,564,627	⁽³⁾	⁽⁴⁾	Class A ordinary shares	1,564,627	⁽²⁾	2,524,262	I	By Capitol Acquisition Management IV, LLC⁽⁷⁾
Warrants	$11.5	07/31/2019		S			66,924	⁽³⁾	⁽⁴⁾	Common Stock	66,924	$1.5	2,457,338	I	By Capitol Acquisition Management IV, LLC⁽⁷⁾
Convertible Promissory Note⁽⁶⁾	$1.5	07/31/2019		C			$938,777	⁽⁵⁾	⁽⁵⁾	Warrants	625,851	$1.5	$0	I	By Capitol Acquisition Management IV, LLC⁽⁷⁾
Warrants	$11.5	07/31/2019		C		625,851		⁽³⁾	⁽⁴⁾	Common Stock	625,851	$1.5	3,083,189	I	By Capitol Acquisition Management IV, LLC⁽⁷⁾
Warrants	$11.5	07/31/2019		S			625,851	⁽³⁾	⁽⁴⁾	Common Stock	625,851	$1.5	2,457,338	I	By Capitol Acquisition Management IV, LLC⁽⁷⁾

Explanation of Responses:

1. The Class B Ordinary Shares were convertible on a one-for-one basis into common equity of the surviving entity upon the consummation of the Issuer's initial business combination and had no exiration date. In connection with the Issuer's business combination, such Class B Ordinary Shares of Capitol Investment Corp. IV automatically converted into shares of common stock of Nesco Holdings, Inc.

2. The reporting person forfeited these securities to the Issuer for no additional consideration.

3. The warrants will become exercisable 30 days after the completion of the Issuer's initial business combination.

4. The warrants will expire on the fifth anniversary of the completion of the Issuer's initial business combination.

5. The promissory note is convertible, at the reporting person's option, at the closing of the Issuer's initial business combination. If the note is not converted, it will be repaid within 5 business days of the closing of such business combination

6. The reporting person was issued a series of convertible promissory notes in consideration of loans made on March 22, 2019, May 16, 2019, and July 24, 2019, in the aggregate principal amount of $938,777.

7. Mr. Ein controls Capitol Acquisition Management IV, LLC.

Remarks:

	Mark D. Ein	08/01/2019
	** 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 4 (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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