Orbital Infrastructure (OIGBQ) Form 4 Orbital Energy / WILLIAM J CLOUGH ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CLOUGH WILLIAM J

(Last) (First) (Middle)

1924 ALDINE WESTERN

(Street)

HOUSTON TX 77038

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Orbital Energy Group, Inc. [ OEG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Exec Chairman and Gen Counsel

3. Date of Earliest Transaction (Month/Day/Year)
04/13/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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	04/13/2022		A		278,867	A	(4)	598,347	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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 Units	(1)(2)	04/13/2022		A		397,510		(1)	(3)	Common Stock	397,510	$2.05	397,510	D
SARs	$1	04/13/2022		D			450,000	(5)	(5)	Common Stock	(5)	$1.62	0	D
SARs	$2.89	04/13/2022		D			900,000	(6)	(6)	Common Stock	(6)	$0.88	0	D

Explanation of Responses:

1. RSUs were granted in connection with cancellation of previously issued cash-settled SARS. Of the RSUs granted, 457,224 were fully vested and the remaining 397,510 will vest in equal installments on the first and second anniversaries of the date of issuance.

2. RSUs are convertible to common shares on a one-to-one basis.

3. RSUs do not have expiration dates.

4. Fully vested RSUs, which were immediately convertible to common stock, were issued in connection with the cancellation of previously issued cash-settled SARs. 457,224 shares were granted and 178,357 were withheld for payroll taxes.

5. 450,000 SARs were exchanged for 355,861 RSUs, of which 323,109 were fully vested and immediately convertible into common stock and 32,752 will vest in equal installments on the first and second anniversaries of the date of issuance.

6. 900,000 SARs were exchanged for 498,873 RSUs, of which 134,115 were fully vested and immediately convertible into common stock and 364,758 will vest in equal installments on the first and second anniversaries of the date of issuance.

	/s/ William F. Clough	04/18/2022
	** 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 Number.