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 *

SHAW STEVEN A
2. Issuer Name and Ticker or Trading Symbol

Mastech Digital, Inc. [ MHH ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

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

503 13TH AVENUE EAST, #205
3. Date of Earliest Transaction (MM/DD/YYYY)

1/10/2020
(Street)

SEATTLE, WA 98102
(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 1/10/2020  P  600 A$10.92 (1)1277373 D  
Common Stock 1/14/2020  P  200 A$11.05 1277573 D  
Common Stock 1/21/2020  P  2500 A$12.19 (2)1280073 D  
Common Stock 1/27/2020  P  1400 A$12.08 (3)1281473 D  
Common Stock 1/28/2020  P  800 A$12.05 (4)1282273 D  
Common Stock 1/30/2020  P  200 A$10.98 1282473 D  
Common Stock 2/3/2020  P  1700 A$9.92 (5)1284173 D  
Common Stock 2/4/2020  P  412 A$10.71 (6)1284585 D  
Common Stock 2/5/2020  P  500 A$11.93 (7)1285085 D  
Common Stock 2/10/2020  P  100 A$14.76 1285185 D  
Common Stock 2/24/2020  P  200 A$17.15 1285385 D  
Common Stock 3/16/2020  P  600 A$11.71 (8)1285985 D  
Common Stock 3/16/2020  P  200 A$12.49 1286185 D  
Common Stock 3/17/2020  P  400 A$10.96 (9)1286585 D  
Common Stock 3/18/2020  P  200 A$7.58 1286785 D  
Common Stock 3/19/2020  S  300 A$7.87 (10)1287085 D  
Common Stock 3/23/2020  P  200 A$8.65 1287285 D  
Common Stock 3/24/2020  P  300 A$10.74 (11)1287585 D  
Common Stock 3/25/2020  P  100 A$11.28 1287685 D  
Common Stock 3/26/2020  P  400 A$12.58 (12)1288085 D  
Common Stock 3/26/2020  P  442 A$11.41 (13)1288527 D  
Common Stock 3/30/2020  P  900 A$12.47 (14)1289427 D  
Common Stock 3/31/2020  P  600 A$12.69 (15)1290027 D  
Common Stock 4/2/2020  P  150 A$9.25 1290177 I By Rachel Lynn Shaw Trust (16)
Common Stock 4/3/2020  P  2500 A$9.46 (17)1292677 D  
Common Stock 4/3/2020  P  850 A$9.49 (18)1293527 I By Rachel Lynn Shaw Trust 
Common Stock 4/6/2020  P  1000 A$10.77 (19)1294527 D  
Common Stock 4/6/2020  P  400 A$10.45 1294927 I By Rachel Lynn Shaw Trust 
Common Stock 4/7/2020  P  2093 A$10.95 (20)1297020 D  
Common Stock 4/7/2020  P  100 A$10.99 1297120 I By Rachel Lynn Shaw Trust 

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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) This purchase was executed through multiple trades at prices ranging from $10.83 to $11.0297. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 4.
(2) This purchase was executed through multiple trades at prices ranging from $12.0799 to $12.22. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 4.
(3) This purchase was executed through multiple trades at prices ranging from $12.05 to $12.10. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 4.
(4) This purchase was executed through multiple trades at prices ranging from $12.02 to $12.0875. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 4.
(5) This purchase was executed through multiple trades at prices ranging from $9.69 to $10.2255. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 4.
(6) This purchase was executed through multiple trades at prices ranging from $10.56 to $10.715. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 4.
(7) This purchase was executed through multiple trades at prices ranging from $11.815 to $12.10. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 4.
(8) This purchase was executed through multiple trades at prices ranging from $11.48 to $12.00. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 4.
(9) This purchase was executed through multiple trades at prices ranging from $10.9255 to $11.00. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 4.
(10) This purchase was executed through multiple trades at prices ranging from $7.35 to $8.17. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 4.
(11) This purchase was executed through multiple trades at prices ranging from $10.26 to $10.9999. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 4.
(12) This purchase was executed through multiple trades at prices ranging from $12.575 to $12.5875. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 4.
(13) This purchase was executed through multiple trades at prices ranging from $11.37 to $11.4961. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 4.
(14) This purchase was executed through multiple trades at prices ranging from $12.265 to $12.6288. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 4.
(15) This purchase was executed through multiple trades at prices ranging from $12.5606 to $12.79. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 4.
(16) The reporting person is the trustee and a contingent residual beneficiary of the Rachel Lynn Shaw Trust.
(17) This purchase was executed through multiple trades at prices ranging from $9.275 to $9.5491. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 4.
(18) This purchase was executed through multiple trades at prices ranging from $9.4404 to $9.53. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 4.
(19) This purchase was executed through multiple trades at prices ranging from $10.55 to $10.9246. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 4.
(20) This purchase was executed through multiple trades at prices ranging from $10.50 to $11.3799. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 4.

Remarks:
1 of 2 Form 4s filed for the period from January 10, 2020 to July 27, 2020

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
SHAW STEVEN A
503 13TH AVENUE EAST, #205
SEATTLE, WA 98102

X


Signatures
/s/ Steven A. Shaw9/4/2020
**Signature of Reporting PersonDate

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