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 |
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| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Orbital Energy Group, Inc. [ OEG ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 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)
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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) | 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 | 226,902 | A | (4) | 1,427,165 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | 662,106 | (1) | (3) | Common Stock | 662,106 | $2.05 | 662,106 | D | ||||
| SARs | $1 | 04/13/2022 | D | 187,500 | (5) | (5) | Common Stock | 187,500 | $1.62 | 0 | D | ||||
| SARs | $2.89 | 04/13/2022 | D | 1,600,000 | (6) | (6) | Common Stock | 1,600,000 | $0.88 | 0 | D | ||||
| Explanation of Responses: |
| 1. RSUs were issued in connection with cancellation of previously issued cash-settled SARS. Of the RSUs issued, 373,055 were fully vested and immediately convertible to common stock and the remaining 662,106 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. 373,055 shares were granted and 146,153 were withheld for payroll taxes. |
| 5. 187,500 SARs were exchanged for 148,276 RSUs, of which 134,629 were fully vested and immediately convertible into common stock and 13,647 will vest in equal installments on the first and second anniversaries of the date of issuance. |
| 6. 1,600,000 SARs were exchanged for 886,885 RSUs, of which 238,426 were fully vested and immediately convertible into common stock and 648,459 will vest in equal installments on the first and second anniversaries of the date of issuance. |
| /s/ James F. O'Neil III | 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. | ||