Mastech Digital (MHH) Form 5 Mastech Digital / STEVEN A SHAW ownership change

SEC Form 5

FORM 5

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

ANNUAL 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).

Form 3 Holdings Reported.

X

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

SHAW STEVEN A

(Last) (First) (Middle)

503 13TH AVENUE EAST, #205

(Street)

SEATTLE WA 98102

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Mastech Digital, Inc. [ MHH ]

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

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

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2019

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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common Stock	05/20/2019		P4	1,600	A	$5.21(1)	1,276,773	D
Common Stock	05/23/2019		P4	399	A	$5.1	1,276,773	D
Common Stock	05/24/2019		P4	896	A	$5.05(2)	1,276,773	D
Common Stock	05/29/2019		P4	200	A	$5.1	1,276,773	D
Common Stock	05/30/2019		P4	500	A	$5.14(3)	1,276,773	D
Common Stock	06/03/2019		P4	3	A	$5	1,276,773	D
Common Stock	06/06/2019		P4	200	A	$5.05	1,276,773	D
Common Stock	06/10/2019		P4	1,800	A	$5.11(4)	1,276,773	D
Common Stock	06/11/2019		P4	500	A	$5	1,276,773	D
Common Stock	06/12/2019		P4	1,201	A	$5.01(5)	1,276,773	D
Common Stock	06/14/2019		P4	400	A	$4.75	1,276,773	D
Common Stock	06/17/2019		P4	2,000	A	$4.79(6)	1,276,773	D
Common Stock	06/19/2019		P4	1,400	A	$5.03(7)	1,276,773	D
Common Stock	06/20/2019		P4	400	A	$4.94	1,276,773	D
Common Stock	06/21/2019		P4	2,000	A	$4.87(8)	1,276,773	D
Common Stock	06/24/2019		P4	500	A	$4.76	1,276,773	D
Common Stock	06/25/2019		P4	100	A	$4.76	1,276,773	D
Common Stock	06/26/2019		P4	3,500	A	$4.79(9)	1,276,773	D
Common Stock	06/28/2019		P4	2,000	A	$4.96(10)	1,276,773	D
Common Stock	07/02/2019		P4	4,000	A	$4.94(11)	1,276,773	D
Common Stock	07/03/2019		P4	5,000	A	$4.95(12)	1,276,773	D
Common Stock	07/05/2019		P4	10,000	A	$4.96(13)	1,276,773	D
Common Stock	07/08/2019		P4	1,000	A	$4.99(14)	1,276,773	D
Common Stock	07/09/2019		P4	2,000	A	$4.97(15)	1,276,773	D
Common Stock	07/10/2019		P4	2,100	A	$4.92(16)	1,276,773	D
Common Stock	07/11/2019		P4	1,900	A	$4.98(17)	1,276,773	D
Common Stock	07/12/2019		P4	200	A	$5.41(18)	1,276,773	D
Common Stock	07/31/2019		P4	100	A	$6.21	1,276,773	D
Common Stock	08/08/2019		P4	200	A	$5.95	1,276,773	D
Common Stock	08/27/2019		P4	10	A	$5.82	1,276,773	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)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This purchase was executed through multiple trades at prices ranging from $5.1762 to $5.2240. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 5.

2. This purchase was executed through multiple trades at prices ranging from $5.00 to $5.12. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 5.

3. This purchase was executed through multiple trades at prices ranging from $5.1386 to $5.1390. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 5.

4. This purchase was executed through multiple trades at prices ranging from $5.057 to $5.19. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 5.

5. This purchase was executed through multiple trades at prices ranging from $4.97 to $5.035. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 5.

6. This purchase was executed through multiple trades at prices ranging from $4.78 to $4.80. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 5.

7. This purchase was executed through multiple trades at prices ranging from $4.9519 to $5.0578. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 5.

8. This purchase was executed through multiple trades at prices ranging from $4.837 to $4.93. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 5.

9. This purchase was executed through multiple trades at prices ranging from $4.75 to $4.9899. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 5.

10. This purchase was executed through multiple trades at prices ranging from $4.9637 to $4.99. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 5.

11. This purchase was executed through multiple trades at prices ranging from $4.8542 to $4.99. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 5.

12. This purchase was executed through multiple trades at prices ranging from $4.9059 to $4.99. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 5.

13. This purchase was executed through multiple trades at prices ranging from $4.9050 to $4.9899. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 5.

14. This purchase was executed through multiple trades at prices ranging from $4.9886 to $4.9899. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 5.

15. This purchase was executed through multiple trades at prices ranging from $4.9308 to $4.99. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 5.

16. This purchase was executed through multiple trades at prices ranging from $4.84 to $4.9686. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 5.

17. This purchase was executed through multiple trades at prices ranging from $4.86 to $5.08. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 5.

18. This purchase was executed through multiple trades at prices ranging from $5.37 to $5.45. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 5.

Remarks:

2 of 3 Form 5s filed for the Issuer's fiscal year ended December 31, 2019

	/s/ Steven A. Shaw	09/04/2020
	** 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).
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