Statement of Changes in Beneficial Ownership (4)
05 April 2023 - 6:59AM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
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PAGLIARA TRACY D |
2. Issuer Name and Ticker or Trading Symbol
Williams Industrial Services Group Inc.
[
WLMS
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President and CEO |
(Last)
(First)
(Middle)
C/O WILLIAMS INDUSTRIAL SRVS GRP INC., 200 ASHFORD CENTER NORTH STE 425 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/31/2023 |
(Street)
ATLANTA, GA 30338 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, $0.01 par value per share | 3/31/2023 | | M(1) | | 45572 | A | (1) | 676516 | D | |
Common Stock, $0.01 par value per share | 3/31/2023 | | M(2) | | 30556 | A | (2) | 707072 | D | |
Common Stock, $0.01 par value per share | 3/31/2023 | | F(4) | | 25988 | D | $1.03 | 681084 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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) | 3/31/2023 | | M | | | 45572 | (1) | (1) | Common Stock | 45572 | $0 | 0 | D | |
Restricted Stock Units | (2) | 3/31/2023 | | M | | | 30556 | (2) | (2) | Common Stock | 30556 | $0 | 61110 | D | |
Restricted Stock Units | (3) | | | | | | | (3) | (3) | Common Stock | 70080 | | 70080 | D | |
Explanation of Responses: |
(1) | On March 31, 2020, the reporting person was granted 136,718 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). The issuer's Compensation Committee elected to settle the RSUs that vested on March 31, 2023 in shares of the issuer's common stock. |
(2) | On March 31, 2022, the reporting person was granted 91,666 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). The issuer's Compensation Committee elected to settle the RSUs that vested on March 31, 2023 in shares of the issuer's common stock. |
(3) | On March 31, 2021, the reporting person was granted 70,080 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). |
(4) | Reflects withholding of shares by the issuer to offset the tax liability resulting from the vesting of time-based RSUs on March 31, 2023. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
PAGLIARA TRACY D C/O WILLIAMS INDUSTRIAL SRVS GRP INC. 200 ASHFORD CENTER NORTH STE 425 ATLANTA, GA 30338 | X |
| President and CEO |
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Signatures
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/s/ Charles E. Wheelock for Tracy D. Pagliara by Power of Attorney | | 4/4/2023 |
**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 control number. |
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