Sec Form 4 Filing - JFL-NRCG Holdings IV, LLC @ US Ecology, Inc. - 2020-02-06

Insider filing report for Changes in Beneficial Ownership
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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
JFL-NRCG Holdings IV, LLC
2. Issuer Name and Ticker or Trading Symbol
US Ecology, Inc. [ ECOL]
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)
C/O J.F. LEHMAN & COMPANY, 110 EAST 59TH STREET, 27TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
02/06/2020
(Street)
NEW YORK, NY10022
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 02/06/2020 J( 3 ) 190,463 D $ 0 569,255 I See Footnotes ( 1 ) ( 2 )
Common Stock 5,160 D ( 2 ) ( 4 ) ( 5 )
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
JFL-NRCG Holdings IV, LLC
C/O J.F. LEHMAN & COMPANY
110 EAST 59TH STREET, 27TH FLOOR
NEW YORK, NY10022
X
JFL Equity Investors IV, L.P.
C/O J.F. LEHMAN & COMPANY
110 EAST 59TH STREET, 27TH FLOOR
NEW YORK, NY10022
X
JFL GP Investors IV, LLC
C/O J.F. LEHMAN & COMPANY
110 EAST 59TH STREET, 27TH FLOOR
NEW YORK, NY10022
X
Signatures
JFL-NRCG Holdings IV, LLC By: /s/ David Rattner, as secretary 02/10/2020
Signature of Reporting Person Date
JFL Equity Investors IV, L.P. By: JFL GP Investors IV, LLC Its General Partner By: /s/ David Rattner, attorney-in-fact 02/10/2020
Signature of Reporting Person Date
JFL GP Investors IV, LLC By: /s/ David Rattner, attorney-in-fact 02/10/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These securities of US Ecology, Inc. (the "Issuer") are held by JFL-NRCG Holdings IV, LLC ("JFL-NRCG IV"). JFL-NRCG IV may be deemed to be controlled by its managing member, JFL Equity Investors IV, LP ("JFL Equity Investors"). JFL Equity Investors is controlled by its general partner, JFL GP Investors IV, LLC ("Ultimate GP IV"). Ultimate GP IV is controlled by its managers Messrs. John F. Lehman, Louis N. Mintz, Stephen L. Brooks, and C. Alexander Harman.
( 2 )Each of the Reporting Persons, and Messrs. Lehman, Mintz, Brooks and Harman, disclaims beneficial ownership of the securities reported herein or that may be beneficially owned by any of the other Reporting Persons, in each case except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that any such entity or person is the beneficial owner of or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
( 3 )Represents a pro-rata in-kind distribution of Common Stock of the Issuer by JFL-NRCG IV without consideration to its partners.
( 4 )Represents a change in the form of ownership of shares of Common Stock received by Ultimate GP IV in the pro-rata in-kind distribution of Common Stock of the Issuer for no consideration by JFL-NRCG IV. Ultimate GP IV previously reported these shares as indirectly held by JFL-NRCG IV.
( 5 )The shares of Common Stock of the Issuer are held by Ultimate GP IV.

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