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^*

HANSON WILLIAM H

(Last)

(First)

(Middle)

C/O GREAT LAKES DREDGE & DOCK CORP

2122 YORK ROAD, 2ND FLOOR

(Street)

OAK BROOK

60523

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/12/2020

3. Issuer Name and Ticker or Trading Symbol
Great Lakes Dredge & Dock CORP [ GLDD ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Gov't Relations & Bus Dev

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	38,197⁽¹⁾	D
Common Stock	2,630	I	Common Stock owned by the wife of Mr. Hanson

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)
Employee Stock Option (right to buy)	⁽²⁾	05/27/2020	Common Stock	2,461	$5.7	D
Employee Stock Option (right to buy)	⁽³⁾	06/27/2021	Common Stock	2,631	$5.33	D
Employee Stock Option (right to buy)	⁽⁴⁾	06/06/2022	Common Stock	1,890	$6.45	D
Employee Stock Option (right to buy)	⁽⁵⁾	05/07/2023	Common Stock	1,945	$7.56	D
Employee Stock Option (right to buy)	⁽⁶⁾	05/09/2024	Common Stock	2,145	$7.62	D

Explanation of Responses:

1. Of these shares, 12,589 are represented by restricted stock units (1,910 shares vest on March 8, 2021; 3,894 shares vest in two equal annual installments beginning on March 13, 2021; and 6,785 shares vest in three equal annual installments beginning on March 12, 2021). In addition, 5,730 of these shares are represented by performance-based restricted stock units. The performance conditions were satisfied and the shares vest on December 31, 2020, subject to the executive's continued employment.

2. One-third of the options became exercisable on 05/27/2011, one-third became exercisable on 05/27/2012 and one-third became exercisable on 05/27/2013.

3. One-third of the options became exercisable on 06/27/2012, one-third became exercisable on 06/27/2013 and one-third became exercisable on 06/27/2014.

4. One-third of the options became exercisable on 06/06/2013, one-third became exercisable on 06/06/2014 and one-third became exercisable on 06/06/2015.

5. One-third of the options became exercisable on 05/07/2014, one-third became exercisable on 05/07/2015 and one-third became exercisable on 05/07/2016.

6. One-third of the options became exercisable on 05/09/2015, one-third became exercisable on 05/09/2016 and one-third became exercisable on 05/09/2017.

Remarks:

	/s/Kathleen M. LaVoy, by Power of Attorney	04/02/2020
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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