Statement of Changes in Beneficial Ownership (4)
01 Août 2019 - 2:45PM
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
*
KAPELKE KEVIN
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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)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chief Operating Officer
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(Last)
(First)
(Middle)
6714 POINTE INVERNESS WAY,, SUITE 220
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/31/2019
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(Street)
FORT WAYNE, IN 46804
(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
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7/31/2019
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J
(1)
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51104
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A
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(1)
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51104
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D
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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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Warrants
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(2)
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7/31/2019
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J
(1)
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5742
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8/30/2019
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(3)
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Common Stock
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5742
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(1)
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5742
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D
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Explanation of Responses:
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(1)
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In connection with and immediately following the Issuer's initial business combination on July 31, 2019, the Reporting Person received the securities as consideration for the complete redemption of his common equity interests in Nesco Holdings, LP. The securities represent the Reporting Person's pro rata share of the consideration that Nesco Holdings, LP received in connection with the Issuer's initial business combination based on certain of the Reporting Person's ownership in Nesco Holdings, LP. The closing price of the Issuer's common stock was $9.05 on the effective date of the initial business combination.
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(2)
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Each warrant entitles the holder to purchase from the issuer a number of shares of common stock at the price of $11.50 per share, subject to adjustments.
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(3)
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The warrants expire and terminate on the earlier to occur of July 31, 2024 and the date on which the warrants are redeemed at the issuer's election pursuant to warrant agreement governing such warrants.
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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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KAPELKE KEVIN
6714 POINTE INVERNESS WAY,
SUITE 220
FORT WAYNE, IN 46804
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Chief Operating Officer
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Signatures
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/s/ R. Todd Barrett, Attorney-in-fact
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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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