SEC Form 4 · accession 0001104659-18-069005
Williams Industrial Services Group Inc. · WLMS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Tracy D Pagliara
Officer — President and CEO · Director
Period of report
Nov 16, 2018
Accepted (ET)
Nov 16, 2018 · 4:16 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001136294
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, $0.01 par value per shareF1 | Nov 16, 2018 | P | 12,500 | $2.0945 | A | 307,559 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance-Based Restricted Stock UnitsF2 | — | holding | — | — | — | — | — | Common Stock | 73,000 | 73,000 | D |
| Performance-Based Restricted Stock UnitsF3 | — | holding | — | — | — | — | — | Common Stock | 104,166 | 104,166 | D |
Explanation of responses
- F1Represents the weighted average purchase price of multiple transactions with a range of prices between $2.07 and $2.10. The reporting person hereby undertakes to provide, upon request by the U.S. Securities and Exchange Commission staff, the issuer or a stockholder of the issuer, full information regarding the number of shares purchased at each separate price.
- F2Each performance-based restricted stock unit ("PRSU") represents a contingent right to receive one share of common stock of Williams Industrial Services Group Inc. (the "Company"). The applicable performance goal will be satisfied if the Company's common stock achieves a specified per share market price for any period of 30 consecutive trading days prior to August 5, 2021 (the "2016 performance goal"). As of the date hereof, the 2016 performance goal has not been achieved. The PRSUs were to generally vest in two equal installments on March 30, 2017 and March 30, 2018 if the 2016 performance goal had been met by such date, and PRSUs remain subject to continued employment through the vesting date. If the Company has not achieved the performance goal by August 5, 2021, all unvested PRSUs will be forfeited.
- F3Each PRSU represents a contingent right to receive one share of the Company's common stock. The applicable performance goal will be satisfied if the Company's common stock achieves a specified per share market price for any period of 30 consecutive trading days prior to June 30, 2021 (the "2018 performance goal"). The PRSUs generally vest in three equal installments on March 31 of each of 2019, 2020 and 2021, respectively, provided that the 2018 performance goal has been met by such date (and, if not, through the date the 2018 performance goal is subsequently achieved), and are subject to continued employment through the vesting date. If the Company has not achieved the performance goal by June 30, 2021, all unvested PRSUs will be forfeited.
Remarks
Effective June 29, 2018, the Company changed its legal name from "Global Power Equipment Group Inc." to "Williams Industrial Services Group Inc." and its trading symbol from "GLPW" to "WLMS."