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) 03/31/2020 | ||||||||||||||||||||||||||
| 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, $0.01 par value per share | 03/31/2020 | M(1) | 8,939 | A | (1) | 55,772 | D | |||
| Common Stock, $0.01 par value per share | 03/31/2020 | A(2) | 26,059 | A | (2) | 81,831 | D | |||
| Common Stock, $0.01 par value per share | 03/31/2020 | F(3) | 14,637 | D | $1.19 | 67,194 | D | |||
| 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 | ||||||||
| Restricted Stock Units(4) | (1) | 03/31/2020 | M | 8,939 | (1) | (1) | Common Stock | 8,939 | $0 | 17,879 | D | ||||
| Restricted Stock Units | (5) | 03/31/2020 | A | 42,979 | (5) | (5) | Common Stock | 42,979 | $0 | 42,979 | D | ||||
| Explanation of Responses: |
| 1. On April 3, 2019, the reporting person was granted 26,818 time-based restricted stock units ("RSUs"), which 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. Each RSU represents a contingent right to receive one share of the issuer's common stock. The RSUs may be settled in shares of the issuer's common stock or cash (at the election of the issuer). The issuer's Compensation Committee elected to settle the RSUs that vested on March 31, 2020 in shares of the issuer's common stock. |
| 2. On April 3, 2019, the reporting person was granted cash-based performance awards ("Performance Awards"), which 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 Performance Awards may be settled in cash or shares of the issuer's common stock (at the election of the issuer). The Compensation Committee determined that a portion of the first installment of the Performance Awards vested, based on the issuer's achievement of the relevant performance conditions, and elected to settle such Performance Awards in shares of the issuer's common stock. The number of shares received was based on the closing price of the issuer's common stock on March 31, 2020. |
| 3. Reflects withholding of shares by the issuer to offset the tax liability resulting from the vesting on March 31, 2020 with respect to (i) 8,939 time-based RSUs granted on April 3, 2019; (ii) 10,111 time-based RSUs granted on June 20, 2018; and (iii) 26,059 Performance Awards. |
| 4. Previously reported as "phantom stock units." The correct title of these securities is "restricted stock units." |
| 5. On March 31, 2020, the reporting person was granted 42,979 time-based RSUs, which vest in three equal installments on June 30, 2021 and March 31 of each of 2022 and 2023 and are subject to continued employment through the vesting date. Each RSU represents a contingent right to receive one share of the issuer's common stock. The RSUs may be settled in shares of the issuer's common stock or cash (at the election of the issuer). |
| /s/ Charles E. Wheelock | 04/02/2020 | |
| ** 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. | ||