Custom Truck One Source Inc.
09/09/2024 | Press release | Distributed by Public on 09/09/2024 16:30
Statement of Changes in Beneficial Ownership - Form 4
Ownership Submission
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN 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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(e.g., puts, calls, warrants, options, convertible securities)
| 1. Title of Derivate Security | 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 | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security | 8. Price of Derivative Security | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) | 11. Nature of Indirect Beneficial Ownership |
| Code | V | (A) | (D) | Date Exercisable | Expriation Date | Title | Amount or Number of Shares |
Reporting Owners
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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NESCO Holdings, LP 40 BEECHWOOD ROAD SUMMIT,, NJ07901 |
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X |
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NESCO Holdings GP, LLC 40 BEECHWOOD ROAD SUMMIT,, NJ07901 |
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X |
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ECP Cardinal Holdings, LP 40 BEECHWOOD ROAD SUMMIT,, NJ07901 |
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X |
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Signatures
| NESCO Holdings, LP, By: NESCO Holdings GP, LLC, its general partners, By: /s/ Rahman D'Argenio, President | 2024-09-09 |
| **Signature of Reporting Person | Date |
| ECP Starlight Guarantor (Public), LP, By: ECP Starlight Public GP, LLC, its general partner, By: /s/ Christopher M. Leininger, Executive Vice President & General Counsel | 2024-09-09 |
| **Signature of Reporting Person | Date |
| NESCO Holdings GP, LLC, By: /s/ Rahman D'Argenio, President | 2024-09-09 |
| **Signature of Reporting Person | Date |
| ECP Starlight Public GP, LLC, By: /s/ Christopher M. Leininger, Executive Vice President & General Counsel | 2024-09-09 |
| **Signature of Reporting Person | Date |
| ECP Cardinal Holdings, LP, By: NESCO Holdings GP, LLC, its general partners, By: /s/ Rahman D'Argenio, President | 2024-09-09 |
| **Signature of Reporting Person | Date |
Explanation of Responses:
| (*) | 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). |
| (1) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.42 to $3.72. The reporting persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| (2) | Following the transactions reported herein, ECP Cardinal Holdings, LP and NESCO Holdings, LP are the record holders of 4,088,426 and 19,296,453 shares of Common Stock, respectively. |
| (3) | ECP ControlCo, LLC is controlled by its board of managers, which consists of Douglas Kimmelman, Peter Labbat, Tyler Reeder, Rahman D'Argenio, Raoul Hughes and Xavier Robert (together, the "ECP Managers"), all of whom collectively share the power to vote and dispose of the securities beneficially owned by ECP ControlCo, LLC. As a result of the relationships described below, each of the ECP Managers may be deemed to share beneficial ownership of the securities described herein. Each individual disclaims beneficial ownership of such securities. |
| (4) | ECP ControlCo, LLC is the managing 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, which are the sole members of ECP Starlight Public GP, LLC, which is the general partner of ECP Starlight Guarantor (Public), LP, 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. |
| (5) | ECP Starlight Guarantor (Public), LP and Energy Capital Partners III (NESCO Co-Invest), LP are the sole members of NESCO Holdings GP, LLC, which is the general partner of each of ECP Cardinal Holdings, LP and NESCO Holdings, LP. Each of the entities described in footnotes 4 and 5 may be deemed to share beneficial ownership of the securities held of record by ECP Cardinal Holdings, LP and NESCO Holdings, LP. |