NOS4-1 (WLMSQ) Form 4 Williams Industrial Services / Charles E. Wheelock 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

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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^*

Wheelock Charles E.

(Last) (First) (Middle)

C/O WILLIAMS INDUSTRIAL SRVS GRP INC.

200 ASHFORD CENTER NORTH STE 425

(Street)

ATLANTA GA 30338

(City) (State) (Zip)

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, Chief Admin Off, GC, Sec

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2022

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, $0.01 par value per share	12/31/2022		M(4)		30,333	A	(4)	134,145	D
Common Stock, $0.01 par value per share	12/31/2022		F(5)		9,130	D	$1.02	125,015	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
Performance-Based Restricted Stock Units	(4)	12/31/2022		M			30,333	(4)	(4)	Common Stock	30,333	$0	0	D
Restricted Stock Units	(1)							(1)	(1)	Common Stock	14,327		14,327	D
Restricted Stock Units	(2)							(2)	(2)	Common Stock	22,759		22,759	D
Restricted Stock Units	(3)							(3)	(3)	Common Stock	27,466		27,466	D

Explanation of Responses:

1. On March 31, 2020, the reporting person was granted 42,979 time-based restricted stock units ("RSUs"), each of which represents a contingent right to receive one share of the issuer's common stock and which vest in three equal installments on March 31 of each of 2021, 2022 and 2023, subject to continued employment through the vesting date. The RSUs may be settled in shares of the issuer's common stock or cash (at the election of the issuer).

2. On March 31, 2021, the reporting person was granted 22,759 time-based RSUs, each of which represents a contingent right to receive one share of the issuer's common stock and which vest in full on March 31, 2024, subject to continued employment through the vesting date. The RSUs may be settled in shares of the issuer's common stock or cash (at the election of the issuer).

3. On March 31, 2022, the reporting person was granted 27,466 time-based RSUs, each of which represents a contingent right to receive one share of the issuer's common stock and which vest in three equal installments on March 31 of each of 2023, 2024 and 2025, subject to continued employment through the vesting date. The RSUs may be settled in shares of the issuer's common stock or cash (at the election of the issuer).

4. Each performance-based restricted stock unit ("PRSU") represents a contingent right to receive one share of the issuer's common stock. The applicable performance goal was met and the PRSUs vested on December 31, 2022.

5. Reflects withholding of shares by the issuer to offset the tax liability resulting from the vesting of PRSUs on December 31, 2022.

	/s/ Charles E. Wheelock	01/04/2023
	** 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).
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