Statement of Changes in Beneficial Ownership (4)
March 26 2019 - 4:07PM
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
*
COOPER TOD M.
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2. Issuer Name
and
Ticker or Trading Symbol
MYR GROUP INC.
[
MYRG
]
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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 T&D
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(Last)
(First)
(Middle)
MYR GROUP INC., 1701 GOLF ROAD SUITE 3-1012
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/22/2019
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(Street)
ROLLING MEADOWS, IL 60008
(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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3/23/2019
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M
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2035
(1)
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A
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$0
(1)
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35628
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D
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Common Stock
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3/23/2019
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F
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604
(2)
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D
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$33.67
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35024
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D
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Common Stock
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3/23/2019
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F
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425
(2)
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D
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$33.67
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34599
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D
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Common Stock
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3/24/2019
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F
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565
(2)
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D
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$33.67
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34034
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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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RESTRICTED STOCK UNIT
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(3)
(4)
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3/22/2019
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A
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6534
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(3)
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(3)
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Common Stock
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6534
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$0
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6534
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D
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RESTRICTED STOCK UNIT
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(1)
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3/23/2019
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M
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2035
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3/23/2019
(1)
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3/23/2019
(1)
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Common Stock
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2035
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$0
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4069
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D
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Explanation of Responses:
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(1)
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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.
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(2)
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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.
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(3)
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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 2,178 shares of Issuer's common stock on March 22, 2020, 2021 and 2022.
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(4)
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The closing stock price of MYR Group stock was $33.67 on March 22, 2019.
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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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COOPER TOD M.
MYR GROUP INC.
1701 GOLF ROAD SUITE 3-1012
ROLLING MEADOWS, IL 60008
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SVP and COO T&D
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Signatures
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/s/ William F. Fry as Attorney-in-Fact for Tod M. Cooper
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3/26/2019
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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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