Sec Form 4 Filing - ECP ControlCo, LLC @ NESCO HOLDINGS, INC. - 2020-06-11

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ECP ControlCo, LLC 2. Issuer Name and Ticker or Trading Symbol NESCO HOLDINGS, INC. [ NSCO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 40 BEECHWOOD ROAD 3. Date of Earliest Transaction (MM/DD/YY) 06/11/2020 (Street) SUMMIT, NJ07901 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Unit ( 1 ) 06/11/2020 J( 2 ) 60,000 ( 3 ) ( 3 ) Common Stock 60,000 $ 0 60,000 I See footnotes ( 2 ) ( 4 ) Stock Option $ 4 06/11/2020 J( 2 ) 80,000 ( 3 ) 06/11/2030 Common Stock 80,000 $ 0 80,000 I See footnotes ( 2 ) ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ECP ControlCo, LLC 40 BEECHWOOD ROAD SUMMIT, NJ07901 X Signatures ECP ControlCo, LLC By: /s/ Rahman D'Argenio, Managing Member 06/15/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. ( 2 )Represents securities held directly by Energy Capital Partners Management, LP ("ECP Management"). Each of Jennifer Gray, Rahman D'Argenio, Matthew Himler and Douglas Kimmelman have entered into an agreement with ECP Management pursuant to which each of the foregoing individuals has irrevocably assigned any and all compensation, including the equity awards reported herein, that he or she may receive from serving as a director of the Issuer to ECP Management. ( 3 )The award will vest in three equal, annual installments beginning on June 11, 2021. ( 4 )ECP ControlCo, LLC ("ECP ControlCo") is the sole member of ECP Management GP, LLC, which is the general partner of ECP Management. As a result, each of the foregoing entities may be deemed to share beneficial ownership of the securities held by ECP Management. The managing members of ECP ControlCo are Douglas Kimmelman, Andrew Singer, Peter Labbat, Tyler Reeder and Rahman D'Argenio all of whom collectively share the power to vote and dispose of the securities beneficially owned by ECP ControlCo. Each such individual disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

Remarks: Each of ECP Management GP, LLC and Energy Capital Partners Management, LP are separately filing a Form 3 to report beneficial ownership of the securities reported herein.

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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