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*
INFRASTRUX HOLDINGS, LLC

(Last) (First) (Middle)
C/O TENASKA CAPITAL MANAGEMENT, LLC
14302 FNB PARKWAY

(Street)
OMAHA NE 68154

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Willbros Group, Inc.\NEW\ [ WG ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/12/2017
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 07/12/2017 J(1) 8,083,235 D $0.00(1) 60,730 D
Common Stock 07/12/2017 J(1) 394,176 A $0.00(1) 394,176 I By Tenaska Power Fund, L.P.
Common Stock 07/12/2017 J(1) 13,063 A $0.00(1) 13,063 I By Tenaska PF G, LLC
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
1. Name and Address of Reporting Person*
INFRASTRUX HOLDINGS, LLC

(Last) (First) (Middle)
C/O TENASKA CAPITAL MANAGEMENT, LLC
14302 FNB PARKWAY

(Street)
OMAHA NE 68154

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
TENASKA POWER FUND, LP

(Last) (First) (Middle)
C/O TENASKA CAPITAL MANAGEMENT, LLC
1044 N 115TH STREET, SUITE 400

(Street)
OMAHA NE 68154

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
TENASKA PF G, LLC

(Last) (First) (Middle)
C/O TENASKA CAPITAL MANAGEMENT, LLC
1044 N 115TH STREET, SUITE 400

(Street)
OMAHA NE 68154

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
TPF INFRASTRUX HOLDINGS, LLC

(Last) (First) (Middle)
C/O TENASKA CAPITAL MANAGEMENT, LLC
1044 N 115TH STREET, SUITE 400

(Street)
OMAHA NE 68154

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. The shares were disposed of, or acquired, as applicable, pursuant to a distribution-in-kind to the partners of Tenaska Power Fund, L.P. ("TPF"), with TPF retaining ownership of shares for which the distribution was declined. TPF is the sole owner of TPF InfrastruX Holdings, LLC ("TPF Holdings") and the manager of InfrastruX Holdings, LLC ("IF Holdings"). TPF Holdings is the majority owner of IF Holdings. Tenaska PF G, LLC is a general partner of TPF. IF Holdings is the owner of the shares reported as disposed of herein. All other reporting persons disclaim beneficial ownership of shares reported hereby, except to the extent of any pecuniary interest therein.
David Dickey, Vice President & General Counsel, Tenaska PF G, LLC, General Partner of Tenaska Power Fund, L.P., Manager of INFRASTRUX HOLDINGS, LLC 07/14/2017
David Dickey, Vice President & General Counsel, Tenaska PF G, LLC, General Partner of Tenaska Power Fund, L.P., Manager of TPF INFRASTRUX HOLDINGS, LLC 07/14/2017
David Dickey, Vice President & General Counsel, Tenaska PF G, LLC, General Partner of Tenaska Power Fund, L.P. 07/14/2017
David Dickey, Vice President & General Counsel, Tenaska PF G, LLC 07/14/2017
** 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).
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