|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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 |
|
|
||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
|
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 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 | ||||||||
| Restricted Stock Unit | (1) | 03/31/2024 | M | 18,640 | (5) | (5) | Common Stock | 18,640 | $ 0 | 0 | I | See footnote (2) | |||
| Restricted Stock Unit | (1) | 04/01/2024 | A | 22,218 | (6) | (6) | Common Stock | 22,218 | $ 0 | 22,218 | I | See footnote (2) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| ECP ControlCo, LLC 40 BEECHWOOD ROAD, SUMMIT,, NJ 07901 |
X | X | ||
| ECP Management GP, LLC 40 BEECHWOOD ROAD, SUMMIT,, NJ 07901 |
X | X | ||
| Energy Capital Partners Management, LP 40 BEECHWOOD ROAD, SUMMIT,, NJ 07901 |
X | X | ||
| ECP ControlCo, LLC By: /s/ Rahman D'Argenio, Managing Member | 04/02/2024 | |
| **Signature of Reporting Person | Date | |
| ECP Management GP, LLC By: ECP ControlCo, LLC, its sole member By: /s/ Rahman D'Argenio, Managing Member | 04/02/2024 | |
| **Signature of Reporting Person | Date | |
| 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 | 04/02/2024 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. |
| (2) | Represents securities held directly by Energy Capital Partners Management, LP ("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. ECP ControlCo, LLC ("ECP ControlCo") is 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 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. |
| (3) | Includes 21,238,988 shares held by NESCO Holdings, LP and 4,500,000 shares held by ECP Cardinal Holdings, LP ("ECP Cardinal"). The general partner of each of ECP Cardinal and NESCO Holdings, LP is NESCO Holdings GP, LLC. ECP Starlight Guarantor (Public), LP ("ECP Starlight") and Energy Capital Partners III (NESCO Co-Invest), LP are the sole members of NESCO Holdings GP, LLC. |
| (4) | ECP ControlCo is the sole member of Energy Capital Partners III, LLC, which is the general partner of (i) Energy Capital Partners GP III, LP, which is the general partner of each of Energy Capital Partners III, LP, Energy Capital Partners III-A, LP, Energy Capital Partners III-B, LP, Energy Capital Partners III-C, LP, and Energy Capital Partners III-D, LP (together, the "ECP III Funds"), which are the sole members of ECP Starlight Public GP, LLC, which is the general partner of ECP Starlight, and (ii) Energy Capital Partners GP III Co-Investment (NESCO), LLC, which is the general partner of Energy Capital Partners III (NESCO Co-Invest), LP. As a result, each of the foregoing entities may be deemed to share beneficial ownership of the shares of Common Stock held by ECP Cardinal and NESCO Holdings, LP. |
| (5) | The restricted stock units vested in full on March 31, 2024. |
| (6) | The restricted stock units will vest on March 31, 2025 and have no expiration date. |