SEC FORM 4

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^*

HARPER JOSEPH P SR

(Last)

(First)

(Middle)

20810 FERNBUSH LANE

(Street)

HOUSTON

77073

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
STERLING CONSTRUCTION CO INC [ STV ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & COO

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2001

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/19/2004		A		345,437⁽¹⁾	A	$4	662,468	D
Common Stock	12/31/2004		C		14,400	A	$2.5	676,868	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
12% Convertible Note	$2.5	12/31/2001		A		$100,000		12/31/2001	12/31/2004	Common Stock	40,000	$0	0	D
12% Convertible Note	$2.5	12/30/2004		G	V		11,000	12/31/2001	12/31/2004	Common Stock	4,400	$0	35,600⁽²⁾	D
12% Convertible Note	$2.5	12/30/2004		G	V		$11,000	12/31/2001	12/31/2004	Common Stock	4,400	$0	31,200⁽²⁾	D
12% Convertible Note	$2.5	12/30/2004		G	V		$11,000	12/31/2001	12/31/2004	Common Stock	4,400	$0	26,800⁽²⁾	D
12% Convertible Note	$2.5	12/30/2004		G	V		11,000	12/31/2001	12/31/2004	Common Stock	4,400	$0	4,400⁽³⁾	I	By Son
12% Convertible Note	$2.5	12/30/2004		G	V		$5,000	12/31/2001	12/31/2004	Common Stock	2,000	$0	20,400⁽²⁾	D
12% Convertible Note	$2.5	12/30/2004		G	V		$5,000	12/31/2001	12/31/2004	Common Stock	2,000	$0	18,400⁽²⁾	D
12% Convertible Note	$2.5	12/30/2004		G	V		$5,000	12/31/2001	12/31/2004	Common Stock	2,000	$0	16,400⁽²⁾	D
12% Convertible Note	$2.5	12/30/2004		G	V		$5,000	12/31/2001	12/31/2004	Common Stock	2,000	$0	14,400⁽²⁾	D
12% Convertible Note	$2.5	12/31/2004		C			$36,000	12/31/2001	12/31/2004	Common Stock	14,400	$0	0	D
Stock Option (right to buy)	$3.1	08/12/2004		A		13,500		⁽⁴⁾	08/12/2009	Common Stock	13,500	$0	13,500	D

Explanation of Responses:

1. The Reporting Person acquired these shares pursuant to the exercise of a floating price put option.

2. The Reporting Person assigned these shares to a family member who does not share the Reporting Person's household and is financially independent. The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed to be an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

3. These shares are held by the Reporting Person's son who does not share the Reporting Person's same household but is economically dependent on the Reporting Person.

4. 3,500 shares vest in three equal installments on August 12, 2005, 2006 and 2007; 10,000 shares vest on July 18, 2007.

	Joseph P. Harper, Sr.	12/23/2004
	** 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.