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 *

Hartwick Kenneth Michael
2. Issuer Name and Ticker or Trading Symbol

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

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

5100 NO 14 SIDE ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)

4/25/2019
(Street)

MILTON, A6 L9T 2Y1
(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   4/26/2019     M    3723   (2) A   (2) 9352   D    
Common Stock   4/28/2019     M    991   (1) A   (1) 10343   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) 4/25/2019     A      3095         (3)   (3) Common Stock   3095   $0   3095   D    
RESTRICTED STOCK UNIT     (2) 4/26/2019     M         3723    4/26/2019   (2) 4/26/2019   (2) Common Stock   3723   $0   0   D    
PHANTOM STOCK     (1) 4/28/2019     M         991    4/28/2019   (1) 4/28/2019   (1) Common Stock   991   $0   0   D    

Explanation of Responses:
(1)  These Phantom Stock Units, which were awarded on April 28, 2016 pursuant to the Issuer's 2007 Long-Term Incentive Plan (as amended), vested ratably over three years and were settled in shares of the Issuer's common stock on a one-for-one basis.
(2)  These Restricted Stock Units, which were awarded on April 26, 2018, pursuant to the Issuer's 2017 Long-Term Incentive Plan, vested on April 26, 2019 and were settled in shares of the Issuer's common stock on a one-for-one basis.
(3)  Each Restricted Stock Unit, awarded pursuant to the Issuer's 2017 Long-Term Incentive Plan, represents a contingent right to receive one share of the Issuer's common stock. Restricted Stock Units will be converted into 3,095 shares of Issuer's common stock on April 25, 2020.
(4)  The closing stock price of MYR Group stock was $36.34 on April 25, 2019.

Remarks:
Exhibit List: Exhibit 24 - Power of Attorney

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Hartwick Kenneth Michael
5100 NO 14 SIDE ROAD
MILTON, A6 L9T 2Y1
X



Signatures
/s/ William F. Fry as Attorney-in-Fact for Kenneth Michael Hartwick 4/29/2019
** 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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