Statement of Changes in Beneficial Ownership (4)
December 14 2018 - 6:36PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
Levenson Ryan
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2. Issuer Name
and
Ticker or Trading Symbol
Great Lakes Dredge & Dock CORP
[
GLDD
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O GREAT LAKES DREDGE & DOCK CORP.,, 2122 YORK ROAD, SECOND FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/13/2018
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(Street)
OAK BROOK, IL 60523
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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12/14/2018
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S
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25000
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D
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$7.4846
(1)
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3021625
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I
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By Privet Fund LP
(2)
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Common Stock
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12/13/2018
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S
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100000
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D
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$7.5438
(3)
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3046625
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I
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By Privet Fund LP
(2)
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Common Stock
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148500
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I
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By Managed Account of Privet Fund Management LLC
(4)
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Common Stock
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35816
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Deferred Stock Units
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(5)
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(6)
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(6)
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Common Stock
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(7)
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23909
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D
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Explanation of Responses:
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(1)
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Represents the weighted average price. These shares were sold in multiple transactions ranging from $7.35 to $7.56, inclusive. Upon request by the Commision staff, the issuer or security holder of the issuer, the reporting person will provide information regarding the number of shares disposed of at each separate price.
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(2)
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Represents shares owned directly by Privet Fund LP ("Privet Fund"). Mr. Levenson, solely by virtue of his position as the managing member of Privet Fund Management LLC ("Privet Fund Management"), the general partner and investment manager of Privet Fund, may be deemed to beneficially own the shares owned directly by Privet Fund for purposes of Section 16. Mr. Levenson disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
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(3)
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Represents the weighted average price. These shares were sold in multiple transactions ranging from $7.43 to $7.645, inclusive. Upon request by the Commision staff, the issuer or security holder of the issuer, the reporting person will provide information regarding the number of shares disposed of at each separate price
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(4)
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Represents shares held in an account separately managed by Privet Fund Management (the "Privet Fund Account"). Mr. Levenson, solely by virtue of his position as the managing member of Privet Fund Management, the investment manager of the Privet Fund Account, may be deemed to beneficially own the shares held in the Privet Fund Account for purposes of Section 16. Mr. Levenson expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
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(5)
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Deferred Stock Units ("DSUs") deferred pursuant to the Company's Director Deferral Plan. The DSUs will be payable in common stock on a 1-for-1 basis on the date upon which Mr. Levenson's board service ends.
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(6)
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Not Applicable.
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(7)
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No transaction is being reported at this time. This line is only reporting holdings as of the date hereof.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Levenson Ryan
C/O GREAT LAKES DREDGE & DOCK CORP.,
2122 YORK ROAD, SECOND FLOOR
OAK BROOK, IL 60523
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X
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Signatures
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/s/Kathleen M. LaVoy, by Power of Attorney
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12/14/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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