NOS4-1 (WLMSQ) Form 3 Williams Industrial Services / Michael Kelly Powers ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Powers Michael Kelly

(Last) (First) (Middle)

C/O WILLIAMS INDUSTRIAL SRVS GRP INC.

100 CRESCENT CENTRE PKWY STE 1240

(Street)

TUCKER GA 30084

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/08/2019

3. Issuer Name and Ticker or Trading Symbol
Williams Industrial Services Group Inc. [ WLMS ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President, Power

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.01 par value per share	35,024(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance-Based Restricted Stock Units	(2)	(2)	Common Stock	26,300	0	D
Phantom Stock Units	(3)	(3)	Common Stock	27,618	0	D

Explanation of Responses:

1. Consists of 17,533 time-based restricted stock units and 17,491 additional shares of common stock. Of the 17,533 time-based restricted stock units, each of which represents the right to receive one share of the issuer's common stock, 8,767 will vest on March 31, 2020 and 8,766 will vest on March 31, 2021, subject to continued employment through the vesting date.

2. Each performance-based restricted stock unit ("PRSU") represents a contingent right to receive one share of the Company's common stock. The applicable performance goal will be satisfied if the Company's common stock achieves a specified per share market price for any period of 30 consecutive trading days prior to June 30, 2021 (the "2018 performance goal"). As of the date hereof, the 2018 performance goal has not been achieved. The PRSUs were to generally vest in three equal installments on March 31 of each of 2019, 2020 and 2021, respectively, provided that the 2018 performance goal had been met by such date (and, if not, through the date the 2018 performance goal is subsequently achieved), and are subject to continued employment through the vesting date. If the Company has not achieved the performance goal by June 30, 2021, all unvested PRSUs will be forfeited.

3. Each phantom stock unit is the economic equivalent of one share of the issuer's common stock. The phantom stock units vest in three equal installments on March 31 of each of 2020, 2021 and 2022 and are subject to continued employment through the vesting date. The phantom stock units may be settled in shares of the issuer's common stock or cash (at the election of the issuer).

	/s/ Michael Kelly Powers	08/19/2019
	** 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 5 (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).
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