SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Nest Parent, Inc.

(Last) (First) (Middle)
10877 WILSHIRE BLVD., SUITE 2100

(Street)
LOS ANGELES CA 90024

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
08/15/2013
3. Issuer Name and Ticker or Trading Symbol
NATIONAL TECHNICAL SYSTEMS INC /CA/ [ NTSC ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 0(1)(2)(3)(4) D(1)(2)(3)(4)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Nest Parent, Inc.

(Last) (First) (Middle)
10877 WILSHIRE BLVD., SUITE 2100

(Street)
LOS ANGELES CA 90024

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
PARSKY GERALD L

(Last) (First) (Middle)
10877 WILSHIRE BLVD., SUITE 2100

(Street)
LOS ANGELES CA 90024

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Mapes John T

(Last) (First) (Middle)
10877 WILSHIRE BLVD., SUITE 2100

(Street)
LOS ANGELES CA 90024

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. This statement is being filed jointly by Nest Parent, Inc. ("Parent") and Messrs. Gerald L. Parsky and John T. Mapes (collectively, the "Reporting Persons"). Messrs. Parsky and Mapes are the sole managing members of Aurora Capital Partners IV LLC ("ACPIV"), which is the general partner of Aurora Equity Partners IV L.P. ("AEPIV"), which is the sole stockholder of Aurora Pacific Equity Partners, Inc. ("APEP"), which in turn is the sole stockholder of Parent. Messrs. Parsky, Mapes, ACPIV, AEPIV and APEP may be deemed to beneficially own any shares of National Technical Systems, Inc. ("NTS") common stock beneficially owned by Parent as a result of the aforementioned described relationship of each such person with Parent.
2. None of the Reporting Persons (nor any of ACPIV, AEPIV or APEP) has a pecuniary interest in any shares of NTS common stock and therefore is not the beneficial owner of any shares of NTS common stock for purposes of Rule 16a-1(a)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
3. By virtue of the voting rights granted to Parent in that certain Voting Agreement, dated as of August 15, 2013, among Parent and the NTS shareholders party thereto, which was entered into in connection with that certain Agreement and Plan of Merger, dated as of August 15, 2013, by and among Parent, Nest Merger Sub, Inc., a wholly-owned subsidiary of Parent, and NTS, the Reporting Persons (and each of ACPIV, AEPIV and APEP) may be deemed for purposes of Rule 13d-3 of the Exchange Act to beneficially own approximately 18.7% of NTS's common stock.
4. Neither the filing of this Form 3 nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons (or by ACPIV, AEPIV or APEP) that it is the beneficial owner of any share of NTS common stock for purposes of Section 13(d) of the Exchange Act or for any other purposes, and such beneficial ownership thereof is expressly disclaimed.
/s/ Timothy J. Hart, as Vice, President, Secretary and General Counsel for Nest Parent, Inc. 08/30/2013
/s/ Gerald L. Parsky 08/30/2013
/s/ John T. Mapes 08/30/2013
** 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 5 (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.