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* FREIDHEIM STEPHEN C (Last) (First) (Middle) C/O CYRUS CAPITAL PARTNERS, L.P. 65 EAST 55TH STREET, 35TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/17/2018	3. Issuer Name and Ticker or Trading Symbol NRC GROUP HOLDINGS CORP. [ NRCG ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X 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	1,463,415	I	See Footnotes(1)(2)

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
7% Series A Convertible Cumulative Preferred Stock	(3)	(3)	Common Stock	4,240,000	(4)	I	See Footnotes(1)(2)

1. Name and Address of Reporting Person* FREIDHEIM STEPHEN C (Last) (First) (Middle) C/O CYRUS CAPITAL PARTNERS, L.P. 65 EAST 55TH STREET, 35TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CYRUS CAPITAL PARTNERS GP, LLC (Last) (First) (Middle) C/O CYRUS CAPITAL PARTNERS, L.P. 65 EAST 55TH STREET, 35TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CYRUS CAPITAL PARTNERS, L.P. (Last) (First) (Middle) 65 EAST 55TH STREET, 35TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SBTS, LLC (Last) (First) (Middle) C/O CYRUS CAPITAL PARTNERS, L.P. 65 EAST 55TH STREET, 35TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Securities of NRC Group Holdings Corp. (the "Issuer") held directly by SBTS, LLC ("SBTS"). Stephen C. Freidheim may be deemed to indirectly beneficially own the securities directly held by SBTS because Mr. Freidheim may be deemed to have voting and investment power over such securities as the sole member and manager of Cyrus Capital Partners GP, L.L.C. ("Cyrus Capital GP") and the Chief Investment Officer of Cyrus Capital Partners, L.P. ("Cyrus Capital Partners"). Cyrus Capital GP is the general partner of Cyrus Capital Partners and Cyrus Capital Partners is the Manager of SBTS. Cyrus Capital Partners, Cyrus Capital GP and Mr. Freidheim may be deemed to have a pecuniary interest in a portion of the securities held directly by SBTS due to Cyrus Capital Partners' right to a right to receive performance-based allocations.

2. (Continued from Footnote 1) Each of Stephen C. Freidheim, Cyrus Capital GP and Cyrus Capital Partners disclaims beneficial ownership of the securities of the Issuer reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that any of Mr. Freidheim, Cyrus Capital GP or Cyrus Capital Partners is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

3. The shares of 7% Series A Convertible Cumulative Preferred Stock of the Issuer ("Series A Preferred Stock") are immediately convertible into shares of the Issuer's common stock and do not expire.

4. Each share of Series A Preferred Stock is convertible into shares of the Issuer's common stock at a conversion rate equal to the quotient of (i) a Liquidation Preference of $100, divided by (ii) the Base Conversion Price of $12.50 (subject to adjustment as provided in the Certificate of Designations of the Series A Preferred Stock).

Remarks:

John R. Rapaport, a partner in Cyrus Capital Partners, L.P., serves on the Board of Directors of NRC Group Holdings Corp. (the "Issuer"). By virtue of their representation on the Board of Directors of the Issuer, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons are deemed directors by deputization of the Issuer.

	STEPHEN C. FREIDHEIM, Name: /s/ Stephen C. Freidheim	10/26/2018
	CYRUS CAPITAL PARTNERS GP, L.L.C., Name: /s/ Stephen C. Freidheim, Title: Sole Member/Manager	10/26/2018
	CYRUS CAPITAL PARTNERS, L.P., By: Cyrus Capital Partners GP, L.L.C., its general partner, Name: /s/ Stephen C. Freidheim, Title: Sole Member/Manager	10/26/2018
	SBTS, LLC, By: Cyrus Capital Partners, L.P., its Manager, By: Cyrus Capital Partners GP, L.L.C., its general partner, Name: /s/ Stephen C. Freidheim, Title: Sole Member/Manager	10/26/2018
	** Signature of Reporting Person	Date
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