MYR (MYRG) Form 4 MYR / TOD M. COOPER 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^*

COOPER TOD M.

(Last) (First) (Middle)

MYR GROUP INC.

12121 GRANT STREET, SUITE 610

(Street)

THORNTON CO 80241

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MYR GROUP INC. [ MYRG ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP and COO T&D

3. Date of Earliest Transaction (Month/Day/Year)
03/23/2023

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	03/23/2023		M		2,383(1)	A	$0(1)	22,452	D
Common Stock	03/23/2023		F		1,057(2)	D	$116.47	21,395	D
Common Stock	03/23/2023		M		1,355(3)	A	$0(3)	22,750	D
Common Stock	03/23/2023		F		601(2)	D	$116.47	22,149	D
Common Stock	03/23/2023		M		941(3)	A	$0(3)	23,090	D
Common Stock	03/23/2023		F		418(2)	D	$116.47	22,672	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 UNIT	(1)	03/23/2023		M			2,383	03/23/2023(1)	03/23/2023(1)	Common Stock	2,383	$0	0	D
RESTRICTED STOCK UNIT	(3)	03/23/2023		M			1,355	03/23/2023(3)	03/23/2023(3)	Common Stock	1,355	$0	1,356	D
RESTRICTED STOCK UNIT	(3)	03/23/2023		M			941	03/23/2023(3)	03/23/2023(3)	Common Stock	941	$0	1,881	D
RESTRICTED STOCK UNIT	(4)	03/23/2023		A		2,575		(4)	(4)	Common Stock	2,575	$0	2,575	D

Explanation of Responses:

1. These Restricted Stock Units, which were awarded on April 27, 2020 pursuant to the Issuer's 2017 Long-Term Incentive Plan, vested ratably on April 27, 2021, March 23, 2022 and March 23, 2023 and were settled in shares of the Issuer's common stock on a one-for-one basis.

2. Represents shares of the Issuer's common stock withheld to satisfy tax withholding obligations in connection with the vesting of Restricted Stock Units granted pursuant to the Issuer's 2017 Long-Term Incentive Plan.

3. These Restricted Stock Units, which were awarded on March 23, 2021 and 2022 pursuant to the Issuer's 2017 Long-Term Incentive Plan, vest ratably over three years and were settled in shares of the Issuer's common stock on a one-for-one basis.

4. Each Restricted Stock Unit, awarded pursuant to the Issuer's 2017 Long-Term Incentive Plan, represents a contingent right to receive one share of the Issuer's common stock. The Restricted Stock Units vest ratably over three years beginning on the first anniversary of the grant date.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney.

	/s/ William F. Fry as Attorney-in-Fact for Tod M. Cooper	03/27/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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