MEG Montrose Environmental Group Inc

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                                                                                   
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5                       
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 * Manthripragada Vijay	2. Issuer Name and Ticker or Trading Symbol Montrose Environmental Group, Inc. [ MEG ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) President & CEO
(Last)          (First)          (Middle) 5120 NORTHSHORE DR	3. Date of Earliest Transaction (MM/DD/YYYY) 11/4/2021
(Street) NORTH LITTLE ROCK, AR 72118 (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	11/4/2021		M		30000	A	$6.03	42928	D
Common Stock	11/4/2021		S		30000	D	$72.607 (1)	12928	D
Common Stock	12/16/2021		A		316209 (2)	A	$0.00	329137	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
Stock Option (Right to Buy)	$6.03	11/4/2021		M			30000	(3)	6/23/2026	Common Stock	30000	$0.00	209125	D
Stock Appreciation Right	$66.79	12/16/2021		A		900000		(4)	12/16/2031	Common Stock	900000	$0.00	900000	D

Explanation of Responses:
(1)	The price reported in Column 4 is a weighted average price. These shares of common stock of the Issuer were sold in multiple transactions by the Reporting Person at prices ranging from $72.50 to $72.90, inclusive. The Reporting Person undertakes to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer full information regarding the number of shares of common stock sold at each separate price within the range.
(2)	The Reporting Person was granted restricted stock units ("RSUs") which represent a contingent right to receive one share of Common Stock for each RSU. 50% of the RSUs will vest on December 16, 2025, and the remaining 50% of the RSUs will vest on December 16, 2026, provided that the Reporting Person remains in continuous service on each vesting date.
(3)	50% of the shares subject to the option vested on September 11, 2017 and the remaining 50% vested on September 11, 2019.
(4)	The stock appreciation rights are performance based and will vest on December 16, 2026, subject to the achievement of 20-day trading average stock prices of $133.58, $166.98 and $200.37 prior to the vesting date and subject to the Reporting Person's continued service on the vesting date. 1/3 of the stock appreciation rights will be earned upon achievement of each of the foregoing performance hurdles.

Remarks: The November 4, 2021 transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 Trading Plan adopted by the Reporting Person.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Manthripragada Vijay 5120 NORTHSHORE DR NORTH LITTLE ROCK, AR 72118	X		President & CEO

Signatures
/s/ Nasym Afsari, Attorney in fact		12/20/2021
**Signature of Reporting Person		Date