| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Custom Truck One Source, Inc. [ CTOS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/01/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 04/01/2021 | M | 60,000 | A | $0 | 60,000 | I | See footnotes(1)(4) | ||
| Common Stock | 25,738,988 | I | See footnotes(2)(3)(4) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 | ||||||||
| Restricted Stock Unit | (5) | 04/01/2021 | A | 13,631 | (6) | (6) | Common Stock | 13,631 | $0 | 13,631 | I | See footnotes(1)(4) | |||
| Restricted Stock Unit | (5) | 04/01/2021 | M | 60,000 | (7) | (7) | Common Stock | 60,000 | $0 | 0 | I | See footnotes(2)(3)(4) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Represents securities held directly by Energy Capital Partners Management, LP ("ECP Management"). Each of Jennifer Gray, Rahman D'Argenio, Matthew Himler and Douglas Kimmelman have entered into an agreement with ECP Mangement pursuant to which he or she has irrevocably assigned any and all compensation, including the equity award reported herein, that he or she may receive from serving as a director of the Issuer to ECP Management. ECP Management GP, LLC is the general partner of ECP Management and may be deemed to share beneficial ownership of the securities held by ECP Management. |
| 2. Represents 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. |
| 3. 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. As a result, each of the foregoing entities may be deemed to share beneficial ownership of the securities held by Nesco Holdings, LP. |
| 4. ECP ControlCo, LLC ("ECP ControlCo") is the managing member of ECP III GP LLC and the sole member of ECP Management GP, LLC. As a result, ECP ControlCo may be deemed to share beneficial ownership of the securities beneficially owned by ECP III GP LLC and ECP Management GP, LLC. 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. |
| 5. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. |
| 6. The restricted stock units will vest on March 31, 2022 and have no expiration date. |
| 7. In connection with the acquisition of Custom Truck One Source, L.P. by the Issuer, these restricted stock units automatically vested. |
| ECP ControlCo, LLC By: /s/ Rahman D'Argenio, Managing Member | 04/05/2021 | |
| ECP Management GP, LLC By: ECP ControlCo, LLC, its sole member By: /s/ Rahman D'Argenio, Managing Member | 04/05/2021 | |
| ECP ControlCo, LLC By: ECP Management GP, LLC, its general partner By: ECP ControlCo, LLC, its sole member By: /s/ Rahman D'Argenio, Managing Member | 04/05/2021 | |
| ** Signature of Reporting Person | Date | |
| 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. | ||