Sec Form 4 Filing - ONEIL JAMES F @ NRC GROUP HOLDINGS CORP. - 2019-11-01

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person ONEIL JAMES F 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 _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O NRC GROUP HOLDINGS CORP., 952 ECHO LANE, SUITE 460 3. Date of Earliest Transaction (MM/DD/YY) 11/01/2019 (Street) HOUSTON, TX77024 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 Common Stock 11/01/2019 D 168,930 ( 1 ) D 0 D

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 Non-Qualified Stock Option (Right to Buy) $ 10.25 11/01/2019 D 25,000 ( 2 ) ( 2 ) 04/05/2029 Common Stock 25,000 ( 2 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ONEIL JAMES F C/O NRC GROUP HOLDINGS CORP. 952 ECHO LANE, SUITE 460 HOUSTON, TX77024 X Signatures /s/ James F. O'Neil, III 11/01/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the merger agreement between NRC Group Holdings Corp. (the "Issuer"), US Ecology, Inc., US Ecology Parent, Inc. ("Holdco"), Rooster Merger Sub, Inc. and ECOL Merger Sub, Inc. (the "Merger Agreement"), each share of the Issuer's common stock issued and outstanding immediately prior to the effective time of the mergers (the "Effective Time") was converted into the right to receive, and became exchangeable for, (1) 0.196 of a share of Holdco common stock for each share of the Issuer's common stock and (2) any cash in lieu of fractional shares of Holdco common stock. The Holdco common stock had a market value of approximately $62.23 per share at the close of market immediately prior to the Effective Time. ( 2 )This option, which provided for vesting in three substantially equal annual installments beginning October 17, 2019, was assumed by Holdco in the merger and replaced with an option to purchase 4,900 shares of Holdco common stock at an exercise price of $52.30 per share in accordance with the terms of the Merger Agreement. This option was subject to accelerated vesting and became immediately vested and exercisable at the Effective Time.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.