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 Williams Industrial Services Group Inc. [ WLMS ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 03/05/2020 | ||||||||||||||||||||||||||
| 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, par value $0.01 per share | 03/05/2020 | M(1) | 353,733 | A | $1.3 | 1,605,665 | D(2) | |||
| Common Stock, par value $0.01 per share | 03/05/2020 | M(1) | 684,855 | A | $1.3 | 3,110,694 | I | See Footnotes(3)(4)(5) | ||
| Common Stock, par value $0.01 per share | 03/05/2020 | M(6) | 493,495 | A | $1.3 | 2,099,160 | D(2) | |||
| Common Stock, par value $0.01 per share | 03/05/2020 | M(6) | 558,727 | A | $1.3 | 3,669,421 | I | See Footnotes(3)(4)(5) | ||
| 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 | ||||||||
| Subscription Rights (right to buy) | $1.3 | 03/06/2020 | M(7) | 1,251,932 | 02/12/2020 | 03/02/2020 | Common Stock | 847,228 | (8) | 0 | D(8) | ||||
| Subscription Rights (right to buy) | $1.3 | 03/06/2020 | M(7) | 2,425,839 | 02/12/2020 | 03/02/2020 | Common Stock | 1,243,582 | (9)(10)(11) | 0 | I | See Footnotes(9)(10)(11) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Represents shares of the common stock, par value $0.01 per share (the "Common Stock"), of Williams Industrial Services Group Inc. (the "Issuer"), acquired by the Reporting Person following the exercise of basic subscription rights in connection with the Issuer's rights offering to holders of Common Stock, as described in the Issuer's prospectus dated February 12, 2020 (the "Rights Offering"). Pursuant to the Rights Offering, each holder of Common Stock of record as of February 12, 2020 received one right for each share of Common Stock, and each right entitled the holder of Common Stock to purchase 0.28255024 shares of Common Stock at the subscription price of $1.30 per whole share. |
| 2. The Reporting Person directly beneficially owns 2,099,160 shares of Common Stock. Wynnefield Capital Management, LLC, as the sole general partner of the Reporting Person, has an indirect beneficial ownership interest in the shares of Common Stock that the Reporting Person directly beneficially owns. Nelson Obus and Joshua Landes, as co-managing members of Wynnefield Capital Management, LLC, have an indirect beneficial ownership interest in the shares of Common Stock that the Reporting Person directly beneficially owns |
| 3. The Reporting Person has an indirect beneficial ownership interest in 1,859,983 shares of Common Stock, which are directly beneficially owned by Wynnefield Partners Small Cap Value, L.P., as members of a group under Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Wynnefield Partners Small Cap Value, L.P. I, which maintains offices at the same address as the Reporting Person, is filing this statement jointly with the Reporting Person. Wynnefield Capital Management, LLC, as the sole general partner of Wynnefield Partners Small Cap Value, L.P. I, has an indirect beneficial ownership interest in the shares of Common Stock that Wynnefield Partners Small Cap Value L.P. I directly beneficially owns. Nelson Obus and Joshua Landes, as co-managing members of Wynnefield Capital Management, LLC, have an indirect beneficial ownership interest in the shares of Common Stock that Wynnefield Partners Small Cap Value, L.P. I directly beneficially owns. |
| 4. The Reporting Person has an indirect beneficial ownership interest in 1,556,864 shares of Common Stock, which are directly beneficially owned by Wynnefield Small Cap Value Offshore Fund, Ltd., as members of a group under Section 13(d) of the Exchange Act. Wynnefield Small Cap Value Offshore Fund, Ltd., which maintains offices at the same address as the Reporting Person, is filing this statement jointly with the Reporting Person. Wynnefield Capital, Inc. as the sole investment manager of Wynnefield Small Cap Value Offshore Fund, Ltd., has an indirect beneficial ownership interest in the shares of Common Stock that Wynnefield Small Cap Value Offshore Fund, Ltd. directly beneficially owns. Nelson Obus and Joshua Landes, as principal executive officers of Wynnefield Capital, Inc., have an indirect beneficial ownership interest in the shares of Common Stock that Wynnefield Small Cap Value Offshore Fund, Ltd. directly beneficially owns. |
| 5. The Reporting Person has an indirect beneficial ownership interest in 252,574 shares of Common Stock, which are directly beneficially owned by Wynnefield Capital, Inc. Profit Sharing Plan, as members of a group under Section 13(d) of the Exchange Act. Wynnefield Capital, Inc. Profit Sharing Plan, which maintains offices at the same address as the Reporting Person, is filing this Form jointly with the Reporting Person. Mr. Obus and Mr. Landes, as co-trustees, has the power to vote and dispose of Wynnefield Capital, Inc. Profit Sharing Plan's investments in securities and has an indirect beneficial ownership interest in the shares of Common Stock that Wynnefield Capital, Inc. Profit Sharing Plan directly beneficially owns. |
| 6. Represents the Reporting Person's direct or indirect exercise of over-subscription privileges in connection with the Rights Offering. |
| 7. Represents the Reporting Person's direct or indirect exercise of basic subscription rights and over-subscription privileges in connection with the Rights Offering. |
| 8. The Reporting Person directly beneficially owned 847,228 basic subscription rights and the related over-subscription privilege offered in the Rights Offering (collectively, the "Rights"). Wynnefield Capital Management, LLC, as the sole general partner of the Reporting Person, had an indirect beneficial ownership interest in the Rights that the Reporting Person directly beneficially owned. Nelson Obus and Joshua Landes, as co-managing members of Wynnefield Capital Management, LLC, had an indirect beneficial ownership interest in the Rights that the Reporting Person directly beneficially owned. |
| 9. The Reporting Person had an indirect beneficial ownership interest in 657,033 Rights, which were directly beneficially owned by Wynnefield Partners Small Cap Value, L.P., as members of a group under Section 13(d) of the Exchange Act. Wynnefield Partners Small Cap Value, L.P. I, which maintains offices at the same address as the Reporting Person, is filing this statement jointly with the Reporting Person. Wynnefield Capital Management, LLC, as the sole general partner of Wynnefield Partners Small Cap Value, L.P. I, had an indirect beneficial ownership interest in the Rights that Wynnefield Partners Small Cap Value L.P. I directly beneficially owned. Nelson Obus and Joshua Landes, as co-managing members of Wynnefield Capital Management, LLC, had an indirect beneficial ownership interest in the Rights that Wynnefield Partners Small Cap Value, L.P. I directly beneficially owned. |
| 10. The Reporting Person had an indirect beneficial ownership interest in 504,675 Rights, which were directly beneficially owned by Wynnefield Small Cap Value Offshore Fund, Ltd., as members of a group under Section 13(d) of the Exchange Act. Wynnefield Small Cap Value Offshore Fund, Ltd., which maintains offices at the same address as the Reporting Person, is filing this statement jointly with the Reporting Person. Wynnefield Capital, Inc. as the sole investment manager of Wynnefield Small Cap Value Offshore Fund, Ltd., had an indirect beneficial ownership interest in the Rights that Wynnefield Small Cap Value Offshore Fund, Ltd. directly beneficially owned. Nelson Obus and Joshua Landes, as principal executive officers of Wynnefield Capital, Inc., had an indirect beneficial ownership interest in the Rights that Wynnefield Small Cap Value Offshore Fund, Ltd. directly beneficially owned. |
| 11. The Reporting Person had an indirect beneficial ownership interest in 81,874 Rights, which were directly beneficially owned by Wynnefield Capital, Inc. Profit Sharing Plan, as members of a group under Section 13(d) of the Exchange Act. Wynnefield Capital, Inc. Profit Sharing Plan, which maintains offices at the same address as the Reporting Person, is filing this Form jointly with the Reporting Person. Mr. Obus and Mr. Landes, as co-trustees, has the power to vote and dispose of Wynnefield Capital, Inc. Profit Sharing Plan's investments in securities and had an indirect beneficial ownership interest in the Rights that Wynnefield Capital, Inc. Profit Sharing Plan directly beneficially owned. |
| Remarks: |
| Each of the Reporting Owners identified in this statement disclaims beneficial ownership of the securities described in this statement, except to the extent of their individual respective pecuniary interest in such securities. The filing of this statement shall not be deemed an admission that any of the Reporting Owners identified in this statement are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any securities specified in this statement other than those directly beneficially owned by them. |
| WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I, By: Wynnefield Capital Management, LLC, General Partner, By: /s/ Nelson Obus, Managing Member | 03/10/2020 | |
| WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P., By: Wynnefield Capital Management, LLC, General Partner, By: /s/ Nelson Obus, Managing Member | 03/10/2020 | |
| WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD., By: Wynnefield Capital, Inc., By: /s/ Nelson Obus, President | 03/10/2020 | |
| WYNNEFIELD CAPITAL, INC. PROFIT SHARING PLAN, By: /s/ Nelson Obus, Co-Trustee | 03/10/2020 | |
| WYNNEFIELD CAPITAL MANAGEMENT, LLC, By: /s/ Nelson Obus, Managing Member | 03/10/2020 | |
| WYNNEFIELD CAPITAL, INC., By: /s/ Nelson Obus, President | 03/10/2020 | |
| /s/ Nelson Obus, individually | 03/10/2020 | |
| /s/ Joshua Landes, individually | 03/10/2020 | |
| ** 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. | ||