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) 04/06/2022 | ||||||||||||||||||||||||||
| 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 | 04/06/2022 | F(7) | 8,236 | D | $1.92 | 103,812 | 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 | (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 | ||||||||
| Performance-Based Restricted Stock Units | (4) | (4) | (4) | Common Stock | 18,000 | 18,000 | D | ||||||||
| Performance-Based Restricted Stock Units | (5) | (5) | (5) | Common Stock | 4,102 | 4,102 | D | ||||||||
| Performance-Based Restricted Stock Units | (6) | (6) | (6) | Common Stock | 30,333 | 30,333 | 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 will be satisfied if the issuer's common stock achieves a specified per share market price for any period of 30 consecutive trading days prior to December 31, 2022 (the "2016 performance goal"). If the 2016 performance goal is met, the PRSUs will vest on December 31, 2022, subject to continued employment through the vesting date. |
| 5. Each PRSU represents a contingent right to receive one share of the issuer's common stock. The applicable performance goal will be satisfied if the issuer's common stock achieves a specified per share market price for any period of 30 consecutive trading days prior to December 31, 2022 (the "2017 performance goal"). If the 2017 performance goal is met, the PRSUs will vest on December 31, 2022, subject to continued employment through the vesting date. |
| 6. Each PRSU represents a contingent right to receive one share of the issuer's common stock. The applicable performance goal has been met and, accordingly, the PRSUs will vest on December 31, 2022, subject to continued employment through the vesting date. |
| 7. Reflects withholding of shares by the issuer to offset the tax liability resulting from the vesting on March 31, 2022 with respect to time-based RSUs granted on April 3, 2019 and March 31, 2020. |
| /s/ Charles E. Wheelock | 04/08/2022 | |
| ** 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. | ||