Statement of Changes in Beneficial Ownership (4)
01 Août 2019 - 2:41PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
Dryden L. Dyson
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2. Issuer Name
and
Ticker or Trading Symbol
NESCO HOLDINGS, INC.
[
NSCO
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
305 WEST PENNSYLVANIA AVENUE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/30/2019
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(Street)
TOWSON, MD 21204
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
(1)
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7/30/2019
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C
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2524796
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A
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(1)
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2524796
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I
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By Capitol Acquisition Founder IV, LLC
(7)
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Common Stock
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7/31/2019
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A
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328348
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A
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$10.00
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2853144
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I
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By Capitol Acquisition Founder IV, LLC
(7)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Class B Ordinary Shares
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(1)
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7/30/2019
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D
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768538
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(1)
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(1)
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Common Stock
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768538
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(2)
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2524796
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I
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By Capitol Acquisition Founder IV, LLC
(7)
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Class B Ordinary Shares
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(1)
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7/30/2019
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C
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2524796
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(1)
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(1)
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Common Stock
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2524796
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(1)
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0
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I
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By Capitol Acquisition Founder IV, LLC
(7)
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Warrants
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$11.50
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7/30/2019
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D
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782313
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(3)
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(4)
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Common Stock
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782313
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(2)
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1262132
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I
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By Capitol Acquisition Founder IV, LLC
(7)
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Warrants
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$11.50
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7/31/2019
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S
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33462
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(3)
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(4)
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Common Stock
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33462
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$1.50
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1228670
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I
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By Capitol Acquisition Founder IV, LLC
(7)
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Convertible Promissory Note
(6)
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$1.50
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7/31/2019
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C
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$469387.00
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(5)
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(5)
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Warrants
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312925
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(6)
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$0
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I
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By Capitol Acquisition Founder IV, LLC
(7)
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Warrants
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$11.50
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7/31/2019
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C
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312925
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(3)
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(4)
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Common Stock
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312925
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$1.50
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1541595
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I
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By Capitol Acquisition Founder IV, LLC
(7)
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Warrants
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$11.50
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7/31/2019
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S
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312925
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(3)
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(4)
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Common Stock
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312925
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$1.50
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1228670
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I
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By Capitol Acquisition Founder IV, LLC
(7)
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Explanation of Responses:
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(1)
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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.
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(2)
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The reporting person forfeited these securities to the Issuer for no additional consideration
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(3)
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The warrants will become exercisable 30 days after the completion of the Issuer's initial business combination.
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(4)
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The warrants will expire on the fifth anniversary of the completion of the Issuer's initial business combination.
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(5)
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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.
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(6)
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The reporting person was issued a series of convertible promissory notes in consideration of loans made on March 22, 2019, May 15, 2019, and July 24, 2019, in the aggregate principal amount of $469,387.
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(7)
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Mr. Dryden controls Capitol Acquisition Founder IV, LLC.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Dryden L. Dyson
305 WEST PENNSYLVANIA AVENUE
TOWSON, MD 21204
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X
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Signatures
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L. Dyson Dryden
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8/1/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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