Kenneth Morris Dodgen Form 4 Primoris Services / Kenneth Morris Dodgen 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^*

Dodgen Kenneth Morris

(Last) (First) (Middle)

C/O PRIMORIS SERVICES CORPORTATION

2300 NORTH FIELD STREET, SUITE 1900

(Street)

DALLAS TX 75201

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Primoris Services Corp [ PRIM ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/22/2017

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	03/08/2019		A		3,163	A	$15.81(1)	3,163	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
Restricted Stock Units	(2)	05/22/2017		A		10,000		(3)	(3)	Common Stock	10,000	$0	10,000	D
Restricted Stock Units	(2)	06/29/2018		A		7		(4)	(4)	Common Stock	7	$0	10,007	D
Restricted Stock Units	(2)	09/28/2018		A		8		(4)	(4)	Common Stock	8	$0	10,015	D
Restricted Stock Units	(2)	10/03/2018		A		6,161		(5)	(5)	Common Stock	6,161	$0	16,176	D
Restricted Stock Units	(2)	12/31/2018		A		11		(4)	(4)	Common Stock	11	$0	16,187	D
Restricted Stock Units	(2)	03/29/2019		A		10		(4)	(4)	Common Stock	10	$0	16,197	D

Explanation of Responses:

1. Purchased PRIM Common Stock shares as part of Primoris Services Corporation's (the "Company's") Long-Term Retention Plan. The Plan provides certain management employees the opportunity to purchase Company stock with a defined portion of their annual incentive compensation at a discount to the market price. Purchases were made at a 25% reduction to the average closing price during December 2018. Shares cannot be sold for 6 months.

2. Each restricted stock unit represents a contingent right to receive one share of PRIM common stock or the cash value thereof on the date of settlement, in the Company's discretion.

3. The restricted stock units vest in three equal annual installments on each of the first through third anniversaries of the May 22, 2017, subject to accelerated vesting upon the reporting person's termination without cause, death, disability, or a change in control of the Company. Vested restricted stock units will be settled in stock or cash on the earlier of (i) six months following the reporting person's termination of employment; (ii) the date of the reporting person's death or the date the reporting person becomes disabled; (iii) the date of a change in control of the Company; or (iv) May 22, 2020.

4. Represents dividend equivalent units in the form of restricted stock units with respect to vested restricted stock units. Vested restricted stock units will be settled in stock or cash on the earlier of (i) six months following the reporting person's termination of employment; (ii) the date of the reporting person's death or the date the reporting person becomes disabled; (iii) the date of a change in control of the Company; or (iv) May 22, 2020.

5. The restricted stock units vest in three equal annual installments on each of the first through third anniversaries of the October 3, 2018, subject to accelerated vesting upon the reporting person's termination without cause, death, disability, or a change in control of the Company. Vested restricted stock units will be settled in stock or cash on the earlier of (i) six months following the reporting person's termination of employment; (ii) the date of the reporting person's death or the date the reporting person becomes disabled; (iii) the date of a change in control of the Company; or (iv) October 3, 2021.

	/s/ Kenneth M. Dodgen, by power of attorney	04/03/2019
	** Signature of Reporting Person	Date
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