FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

Waneka Jeffrey J.
2. Issuer Name and Ticker or Trading Symbol

MYR GROUP INC. [ MYRG ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
SVP and COO C&I
(Last)          (First)          (Middle)

MYR GROUP INC., 1701 GOLF ROAD SUITE 3-1012
3. Date of Earliest Transaction (MM/DD/YYYY)

3/22/2019
(Street)

ROLLING MEADOWS, IL 60008
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   3/23/2019     M    1659   (1) A $0   (1) 11887   D    
Common Stock   3/23/2019     F    480   (2) D $33.67   11407   D    
Common Stock   3/23/2019     F    268   (2) D $33.67   11139   D    
Common Stock   3/24/2019     F    118   (2) D $33.67   11021   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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     (3) (4) 3/22/2019     A      5940         (3)   (3) Common Stock   5940   $0   5940   D    
RESTRICTED STOCK UNIT     (1) 3/23/2019     M         1659    3/23/2019   (1) 3/23/2019   (1) Common Stock   1659   $0   3317   D    

Explanation of Responses:
(1)  These Restricted Stock Units, which were awarded on March 23, 2018 pursuant to the issuer's 2017 Long-Term Incentive Plan, vest ratably over three years and were settled in common stock on a one-for-one basis.
(2)  Represents shares of common stock withheld to satisfy tax withholding obligations in connection with the vesting of restricted stock granted pursuant to the MYR Group Inc. 2007 Long-Term Incentive Plan, as amended and restricted stock units pursuant to the MYR Group Inc. 2017 Long-Term Incentive Plan.
(3)  Each Restricted Stock Unit, awarded pursuant to Issuer's 2017 Long-Term Incentive Plan, represents a contingent right to receive one share of the Issuer's common stock. Units of restricted stock will be converted into 1,980 shares of Issuer's common stock on March 22, 2020, 2021 and 2022.
(4)  The closing stock price of MYR Group stock was $33.67 on March 22, 2019.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Waneka Jeffrey J.
MYR GROUP INC.
1701 GOLF ROAD SUITE 3-1012
ROLLING MEADOWS, IL 60008


SVP and COO C&I

Signatures
/s/ William F. Fry as Attorney-in-Fact for Jeffrey J. Waneka 3/26/2019
** 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 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).
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 control number.
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