SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

Tabb Robert L

(Last)

(First)

(Middle)

12000 AEROSPACE AVENUE

SUITE 300

(Street)

HOUSTON

77034

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/28/2019

3. Issuer Name and Ticker or Trading Symbol
Orion Group Holdings Inc [ ORN ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP and Chief Financial Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,405⁽¹⁾	D
Common Stock	2,116⁽²⁾	D
Common Stock	3,351⁽³⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Common stock options	⁽⁴⁾	05/19/2026	Common stock	4,158	$4.94	D
Common stock options	⁽⁵⁾	05/25/2027	Common stock	6,261	$7.22	D
Common stock options	⁽⁶⁾	05/24/2028	Common stock	8,993	$7.46	D

Explanation of Responses:

1. This grant of restricted stock vests cumulatively at a rate of 1/3 upon the first anniversary of the stock grant (May 19, 2017) and 1/36 per month thereafter such that all shares are vested on the third anniversary of the stock grant.

2. This grant of restricted stock vests cumulatively at a rate of 1/3 upon the first anniversary of the stock grant (May 25, 2018) and 1/36 per month thereafter such that all shares are vested on the third anniversary of the stock grant.

3. This grant of restricted stock vests cumulatively at a rate of 1/3 upon the first anniversary of the stock grant (May 24, 2019) and 1/36 per month thereafter such that all shares are vested on the third anniversary of the stock grant.

4. The stock option grant is exercisable cumulatively at a rate of 1/3 upon the first anniversary of the stock option grant (May 19, 2017) and 1/36 per month thereafter such that all option shares are exercisable on the third anniversary of the stock option grant.

5. The stock option grant is exercisable cumulatively at a rate of 1/3 upon the first anniversary of the stock option grant (May 25, 2018) and 1/36 per month thereafter such that all option shares are exercisable on the third anniversary of the stock option grant.

6. The stock option grant is exercisable cumulatively at a rate of 1/3 upon the first anniversary of the stock option grant (May 24, 2019) and 1/36 per month thereafter such that all option shares are exercisable on the third anniversary of the stock option grant.

	Robert L. Tabb	04/05/2019
	** 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 5 (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).
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