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.
1701 GOLF ROAD SUITE 3-1012

(Street)
ROLLING MEADOWS IL 60008

(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)
03/14/2017
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 03/14/2017 M 1,911 A $17.18 31,590 D
Common Stock 03/14/2017 M 1,403 A $24.18 32,993 D
Common Stock 03/14/2017 S 3,314 D $38.6758(1) 29,679 D
Common Stock 03/14/2017 M 2,969 A $17.48 32,648 D
Common Stock 03/14/2017 M 2,129 A $24.68 34,777 D
Common Stock 03/14/2017 S 5,098 D $39.1244(2) 29,679 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
Non-Qualified Stock Option $17.18 03/14/2017 M 1,911 03/24/2011 03/24/2020 Common Stock 1,911 $0 0 D
Non-Qualified Stock Option $24.18 03/14/2017 M 1,403 03/24/2012 03/24/2021 Common Stock 1,403 $0 0 D
Non-Qualified Stock Option $17.48 03/14/2017 M 2,969 03/23/2013 03/23/2022 Common Stock 2,969 $0 0 D
Non-Qualified Stock Option $24.68 03/14/2017 M 2,129 03/25/2014 03/25/2023 Common Stock 2,129 $0 0 D
Explanation of Responses:
1. Represents a weighted average price per share of 3,314 shares of common stock sold in 12 transactions, ranging in price from $38.56 to $38.81 per share. The reporting person undertakes to provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price within the range.
2. Represents a weighted average price per share of 5,098 shares of common stock sold in 29 transactions, ranging in price from $38.81 to $39.57 per share. The reporting person undertakes to provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price within the range.
Remarks:
/s/ GERALD B. ENGEN, JR. as Attorney-in-Fact for Tod M. Cooper 03/15/2017
** 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.