Sec Form 4 Filing - HENNESSY DANIEL J @ NRC GROUP HOLDINGS CORP. - 2018-10-17

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 HENNESSY DANIEL J 2. Issuer Name and Ticker or Trading Symbol NRC GROUP HOLDINGS CORP. [ NRCG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 3485 N. PINES WAY, SUITE 110 3. Date of Earliest Transaction (MM/DD/YY) 10/17/2018 (Street) WILSON, WY83014 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 Common Stock 10/17/2018 J( 1 ) 1,920,000 D $ 0 ( 1 ) 3,371,250 I See Footnote ( 2 ) Common Stock 10/17/2018 P( 3 ) 1,920,000 A $ 0 ( 3 ) 5,291,250 I See Footnote ( 2 ) Common Stock 10/17/2018 J( 4 ) 126,953 D $ 0 ( 4 ) 5,164,297 I See Footnote ( 2 ) Common Stock 10/17/2018 J( 5 ) 5,164,297 D $ 0 ( 5 ) 0 I See Footnote ( 2 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HENNESSY DANIEL J 3485 N. PINES WAY, SUITE 110 WILSON, WY83014 X X Hennessy Capital Partners III LLC 3485 N. PINES WAY, SUITE 110 WILSON, WY83014 X Hennessy Capital LLC 3485 N. PINES WAY, SUITE 110 WILSON, WY83014 X Signatures /s/ Daniel J. Hennessy 10/18/2018 Signature of Reporting Person Date /s/ Daniel J. Hennessy, Managing Member of Hennessy Capital Partners III LLC, as Managing Member of Hennessy Capital LLC 10/18/2018 Signature of Reporting Person Date /s/ Daniel J. Hennessy, Managing Member of Hennessy Capital LLC 10/18/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )As contemplated by the sponsor warrant exchange and share forfeiture agreement (the "Agreement"), dated June 25, 2018, between the registrant and Hennessy Capital Partners III LLC ("HCP"), 1,920,000 shares of common stock held by HCP were returned to the registrant for no consideration and cancelled. Hennessy Capital LLC is the managing member of HCP. Daniel J. Hennessy is the sole managing member of Hennessy Capital LLC. Consequently, Mr. Hennessy may be deemed the beneficial owner of the shares held by HCP and has sole voting and dispositive control over such securities. ( 2 )Mr. Hennessy disclaims beneficial ownership except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that he is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. ( 3 )As contemplated by the Agreement, HCP exchanged 9,600,000 warrants of the registrant for 1,920,000 shares of the registrant's common stock ( 4 )To facilitate the proposed business combination between the registrant and NRC Group Holdings, LLC, HCP agreed to forfeit these shares for the benefit of certain investors. ( 5 )Represents the pro rata distribution of the shares of common stock of the registrant held by HCP to all of the members of the reporting person or their permitted transferees.

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).

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