Sec Form 4 Filing - JACOBSON LEE @ NESCO HOLDINGS, INC. - 2019-07-31

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 JACOBSON LEE 2. Issuer Name and Ticker or Trading Symbol NESCO HOLDINGS, INC. [ NSCO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) 6714 POINTE INVERNESS WAY,, SUITE 220 3. Date of Earliest Transaction (MM/DD/YY) 07/31/2019 (Street) FORT WAYNE, IN46804 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 07/31/2019 J( 1 ) 153,312 A 153,312 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 Warrants ( 2 ) 07/31/2019 J( 1 ) 17,226 08/30/2019 ( 3 ) Common Stock 17,226 ( 1 ) 17,226 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other JACOBSON LEE 6714 POINTE INVERNESS WAY, SUITE 220 FORT WAYNE, IN46804 X Chief Executive Officer Signatures /s/ R. Todd Barrett, Attorney-in-fact 08/01/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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. ( 3 )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.

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).

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