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Sec Form 4 Filing - ECP ControlCo LLC @ NESCO HOLDINGS Inc - 2019-07-31

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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)
51 JOHN F. KENNEDY PARKWAY,, SUITE 200
3. Date of Earliest Transaction (MM/DD/YY)
07/31/2019
(Street)
SHORT HILLS, NJ07078
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 07/31/2019 J( 7 ) 421,650 D 25,738,988 I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 )
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
Warrants ( 8 ) 07/31/2019 S 66,281 08/30/2019 ( 9 ) Common Stock 66,281 $ 1.5 2,433,719 I See Footnotes ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 10 )
Warrants ( 8 ) 07/31/2019 J( 7 ) 40,911 08/30/2019 ( 9 ) Common Stock 40,911 ( 7 ) 2,392,808 I See Footnotes ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 10 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ECP ControlCo, LLC
51 JOHN F. KENNEDY PARKWAY,
SUITE 200
SHORT HILLS, NJ07078
X
ENERGY CAPITAL PARTNERS III, LLC
51 JOHN F. KENNEDY PARKWAY, SUITE 200
SHORT HILLS, NJ07078
X
ENERGY CAPITAL PARTNERS GP III CO-INVESTMENT (NESCO), LLC
51 JOHN F. KENNEDY PARKWAY, SUITE 200
SHORT HILLS, NJ07078
X
Energy Capital Partners III (NESCO Co-Invest), LP
51 JOHN F. KENNEDY PARKWAY, SUITE 200
SHORT HILLS, NJ07078
X
Energy Capital Partners GP III, LP
51 JOHN F. KENNEDY PARKWAY, SUITE 200
SHORT HILLS, NJ07078
X
ENERGY CAPITAL PARTNERS III, LP
51 JOHN F. KENNEDY PARKWAY, SUITE 200
SHORT HILLS, NJ07078
X
ENERGY CAPITAL PARTNERS III-A, LP
51 JOHN F. KENNEDY PARKWAY, SUITE 200
SHORT HILLS, NJ07078
X
ENERGY CAPITAL PARTNERS III-B, LP
51 JOHN F. KENNEDY PARKWAY, SUITE 200
SHORT HILLS, NJ07078
X
ENERGY CAPITAL PARTNERS III-C, LP
51 JOHN F. KENNEDY PARKWAY, SUITE 200
SHORT HILLS, NJ07078
X
ENERGY CAPITAL PARTNERS III-D, LP
51 JOHN F. KENNEDY PARKWAY, SUITE 200
SHORT HILLS, NJ07078
X
Signatures
ECP ControlCo, LLC, By: /s/ Christopher M. Leininger Title: Managing Director and Chief Legal Officer 08/01/2019
** Signature of Reporting Person Date
Energy Capital Partners III, LLC, By: ECP ControlCo, LLC, its managing member, By: /s/ Christopher M. Leininger Title: Managing Director and Chief Legal Officer 08/01/2019
** Signature of Reporting Person Date
Energy Capital Partners GP III Co-Investment (NESCO), LLC, By: Energy Capital Partners III, LLC, its managing member, By: ECP ControlCo, LLC, its managing member, By: /s/ Christopher M. Leininger Title: Managing Director and Chief Legal Officer 08/01/2019
** Signature of Reporting Person Date
Energy Capital Partners III (NESCO Co-Invest), LP, By: Energy Capital Partners GP III Co-Investment (NESCO), LLC, its GP, By: Energy Capital Partners III, LLC, its MGRM, By: ECP ControlCo, LLC, its MGRM, By: /s/ Christopher M. Leininger MD and CLO 08/01/2019
** Signature of Reporting Person Date
Energy Capital Partners GP III, LP, By: Energy Capital Partners III, LLC, its general partner, By: ECP ControlCo, LLC, its managing member, By: /s/ Christopher M. Leininger Title: MD and CLO 08/01/2019
** Signature of Reporting Person Date
Energy Capital Partners III, LP, By: Energy Capital Partners GP III, LP, its general partner, By: Energy Capital Partners III, LLC, its general partner, By: ECP ControlCo, LLC, its managing member, By: /s/ Christopher M. Leininger Title: MD and CLO 08/01/2019
** Signature of Reporting Person Date
Energy Capital Partners III-A, LP, By: Energy Capital Partners GP III, LP, its general partner, By: Energy Capital Partners III, LLC, its general partner, By: ECP ControlCo, LLC, its managing member, By: /s/ Christopher M. Leininger Title: MD and CLO 08/01/2019
** Signature of Reporting Person Date
Energy Capital Partners III-B, LP, By: Energy Capital Partners GP III, LP, its general partner, By: Energy Capital Partners III, LLC, its general partner, By: ECP ControlCo, LLC, its managing member, By: /s/ Christopher M. Leininger Title: MD and CLO 08/01/2019
** Signature of Reporting Person Date
Energy Capital Partners III-C, LP, By: Energy Capital Partners GP III, LP, its general partner, By: Energy Capital Partners III, LLC, its general partner, By: ECP ControlCo, LLC, its managing member, By: /s/ Christopher M. Leininger Title: MD and CLO 08/01/2019
** Signature of Reporting Person Date
Energy Capital Partners III-D, LP, By: Energy Capital Partners GP III, LP, its general partner, By: Energy Capital Partners III, LLC, its general partner, By: ECP ControlCo, LLC, its managing member, By: /s/ Christopher M. Leininger Title: MD and CLO 08/01/2019
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects securities held directly by the following entities in the following amounts: NESCO Holdings, LP - 21,238,988, Energy Capital Partners III, LP ("ECP III") - 64,450, Energy Capital Partners III-A, LP ("III-A") - 2,169,601, Energy Capital Partners III-B, LP ("III-B") - 262,015, Energy Capital Partners III-C, LP ("III-C") - 896,947, Energy Capital Partners III-D, LP ("III-D") - 1,106,987.
( 2 )The general partner of NESCO Holdings, LP is NESCO Holdings GP, LLC. The members of NESCO Holdings GP, LLC are ECP III, III-A, III-B, III-C, III-D, and Energy Capital Partners III (NESCO Co-Invest), LP ("NESCO Co-Invest"). The general partner of ECP III, III-A, III-B, III-C, and III-D is Energy Capital Partners GP III, LP ("ECP III GP LP"), and the general partner of ECP III GP LP is Energy Capital Partners III, LLC ("ECP III GP LLC"). The general partner of NESCO Co-Invest is Energy Capital Partners GP III Co-Investment (NESCO), LLC, and the managing member of Energy Capital Partners GP III Co-Investment (NESCO), LLC is ECP III GP LLC. The managing member of ECP III GP LLC is ECP ControlCo, LLC ("ECP ControlCo").
( 3 )(Continued from footnote 2) As a result, each of the above entities may be deemed to share beneficial ownership of the shares held by Nesco Holdings, LP. 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.
( 4 )Due to the limitations of the electronic filing system, certain Reporting Persons are filing a separate Form 4.
( 5 )Information with respect to each of the Reporting Persons is given solely by such reporting person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.
( 6 )Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934 (the "Exchange Act"), each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the securities reported herein for purposes of Section 16 of the Exchange Act or for any other purpose.
( 7 )In connection with and immediately following the Issuer's initial business combination on July 31, 2019, Nesco Holdings, LP distributed (i) common stock and warrants as consideration for the complete redemption of certain employees' common equity interests in Nesco Holdings, LP and (ii) common stock for the forfeiture of certain profits interests in Nesco Holdings, LP held by another employee. The securities distributed in (i) above represent such employees' pro rata share of the consideration that Nesco Holdings, LP received in connection with the Issuer's initial business combination based on certain of such employee's ownership in Nesco Holdings, LP. The common stock distributed in (ii) above represents a negotiated settlement for the employees forfeited profits interests. The closing price of the Issuer's common stock was $9.05 on the effective date of the initial business combination.
( 8 )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.
( 9 )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.
( 10 )Represents securities held directly by NESCO Holdings, LP.

Remarks:
None.

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.
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