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* JFL-NRC-SES Partners, LLC (Last) (First) (Middle) C/O J.F. LEHMAN & COMPANY 110 EAST 59TH STREET, 27TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/17/2018	3. Issuer Name and Ticker or Trading Symbol NRC GROUP HOLDINGS CORP. [ NRCG ]
		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)
Common Stock	21,873,680(4)	I	See Footnotes(1)(3)
Common Stock	165,568(5)	I	See Footnotes(2)(3)

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
Series A Convertible Preferred Stock	(6)	(6)	Common Stock	193,064(6)	$12.5(6)	I	See Footnote(2)(3)(5)

1. Name and Address of Reporting Person* JFL-NRC-SES Partners, LLC (Last) (First) (Middle) C/O J.F. LEHMAN & COMPANY 110 EAST 59TH STREET, 27TH FLOOR (Street) NEW YORK NY 10022 (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* JFL AIV Investors III-JA, L.P. (Last) (First) (Middle) C/O J.F. LEHMAN & COMPANY 110 EAST 59TH STREET, 27TH FLOOR (Street) NEW YORK NY 10022 (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* JFL-SES Int. (JA) Holdings, LLC (Last) (First) (Middle) C/O J.F. LEHMAN & COMPANY 110 EAST 59TH STREET, 27TH FLOOR (Street) NEW YORK NY 10022 (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* JFL-SES (JA) Holdings, LLC (Last) (First) (Middle) C/O J.F. LEHMAN & COMPANY 110 EAST 59TH STREET, 27TH FLOOR (Street) NEW YORK NY 10022 (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* JFL-SES Holdings, LLC (Last) (First) (Middle) C/O J.F. LEHMAN & COMPANY 110 EAST 59TH STREET, 27TH FLOOR (Street) NEW YORK NY 10022 (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* JFL-SES Partners, LLC (Last) (First) (Middle) C/O J.F. LEHMAN & COMPANY 110 EAST 59TH STREET, 27TH FLOOR (Street) NEW YORK NY 10022 (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* JFL-NRC Int. (JA) Holdings, LLC (Last) (First) (Middle) C/O J.F. LEHMAN & COMPANY 110 EAST 59TH STREET, 27TH FLOOR (Street) NEW YORK NY 10022 (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* JFL-NRC (JA) Holdings, LLC (Last) (First) (Middle) C/O J.F. LEHMAN & COMPANY 110 EAST 59TH STREET, 27TH FLOOR (Street) NEW YORK NY 10022 (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* JFL-NRC Partners, LLC (Last) (First) (Middle) C/O J.F. LEHMAN & COMPANY 110 EAST 59TH STREET, 27TH FLOOR (Street) NEW YORK NY 10022 (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* JFL GP Investors III, LLC (Last) (First) (Middle) C/O J.F. LEHMAN & COMPANY 110 EAST 59TH STREET, 27TH FLOOR (Street) NEW YORK NY 10022 (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. These securities of NRC Group Holdings Corp. (the "Issuer") are held by JFL-NRC-SES Partners, LLC ("JFL Partners"). JFL Partners may be deemed to be controlled by its sole members, JFL-NRC Partners, LLC ("JFL-NRC") and JFL-SES Partners, LLC ("JFL-SES"). JFL-SES is controlled by JFL-SES Holdings, LLC ("JFL-SES Holdings"), which is controlled by its member JFL-SES (JA) Holdings, LLC ("JFL-SES (JA)"), which is controlled by its sole member JFL-SES Int. (JA) Holdings, LLC ("JFL-SES Int."), which is controlled by its member JFL AIV Investors III-JA, L.P. ("JFL AIV JA"). JFL-NRC is controlled by its member JFL-NRC (JA) Holdings, LLC ("JFL-NRC (JA)"), which is controlled by its sole member JFL-NRC Int. (JA) Holdings, LLC ("JFL-NRC Int."), which is controlled by its member JFL AIV JA. JFL AIV JA is controlled by its general partner, JFL GP Investors III, LLC ("Ultimate GP III"). Ultimate GP III is controlled by its managers Messrs. John Lehman, Louis Mintz, Stephen Brooks and Alexander Harman.

2. These securities of the Issuer are held by JFL-NRCG Holdings III, LLC ("JFL-NRCG III"). JFL-NRCG III may be deemed to be controlled by its managing member, JFL-NRCG Annex Fund, LP ("Annex Fund"). Annex Fund is controlled by its general partner, Ultimate GP III. Ultimate GP III is controlled by its managers Messrs. Lehman, Mintz, Brooks, and Harman.

3. Each of the Reporting Persons, and Messrs. Lehman, Mintz, Brooks and Harman, disclaims beneficial ownership of the securities reported herein or that may be beneficially owned by any of the other Reporting Persons, in each case except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that any such entity or person is the beneficial owner of or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

4. These securities were acquired on October 17, 2018, pursuant to that certain purchase agreement dated as of June 25, 2018 and amended as of July 12, 2018. The purchase agreement provides that JFL Partners may receive additional shares of the Issuer's common stock upon the satisfaction of certain post-closing events. The value of each additional share will be an amount equal to the volume-weighted average price per share of the Issuer's common stock on the NYSE American for the five consecutive trading days preceding (but not including) the date on which the additional shares are payable. The Reporting Persons right to receive additional shares pursuant to this earn-out right became fixed and irrevocable on October 17, 2018, the effective date of the transactions.

5. These securities were acquired on October 17, 2018 in connection and simultaneously with the transaction described in footnote #4 and pursuant to that certain JFL Subscription Agreement dated June 25, 2018. JFL-NRCG III is the record holder of 165,568 shares of the Issuer's common stock and 24,133 shares of the Issuer's Series A Convertible Preferred Stock.

6. The Series A Convertible Preferred Stock is convertible at any time, at the holder's election, subject to the terms and provisions of the Certificate of Designation. The Series A Convertible Preferred Stock is initially convertible into the Issuer's common stock at a conversion rate equal to the quotient of (1) the liquidation preference ($100.00 per share) divided by (2) the base conversion price (currently $12.50), subject to customary adjustments. The holders of Series A Convertible Preferred Stock will be entitled to receive cumulative dividends at a rate per annum of 7.00%, paid quarterly in arrears, in cash or, at the election of the Issuer in common stock, or a combination of both.

Remarks:

Because no more than 10 reporting persons can file any one Form 3 through the Securities and Exchange Commission's EDGAR system, JFL-NRCG III and Annex Fund have filed a separate Form 3. The Reporting Persons are jointly filing this Form 3. Exhibit List: Exhibit 24 - Power of Attorney

	JFL GP Investors III, LLC By: /s/ David Rattner, attorney-in-fact	10/26/2018
	JFL AIV Investors III-JA, L.P. By: JFL GP Investors III, LLC Its General Partner By: /s/ David Rattner, attorney-in-fact	10/26/2018
	JFL-SES Int. (JA) Holdings, LLC By: /s/ David Rattner, as secretary	10/26/2018
	JFL-SES (JA) Holdings, LLC By: /s/ David Rattner, as secretary	10/26/2018
	JFL-SES Holdings, LLC By: /s/ David Rattner, as secretary	10/26/2018
	JFL-SES Partners, LLC By: /s/ David Rattner, as secretary	10/26/2018
	JFL-NRC Int. (JA) Holdings, LLC By: /s/ David Rattner, as secretary	10/26/2018
	JFL-NRC (JA) Holdings, LLC By: /s/ David Rattner, as secretary	10/26/2018
	JFL-NRC Partners, LLC By: /s/ David Rattner, as secretary	10/26/2018
	JFL-NRC-SES Partners, LLC By: /s/ David Rattner, as secretary	10/26/2018
	** Signature of Reporting Person	Date
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