SEC Form 4 · accession 0001179110-17-005113

Primoris Services Corp · PRIM

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Brian Pratt

Director · 10% Owner

Period of report

Mar 22, 2017

Accepted (ET)

Mar 23, 2017 · 5:24 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001361538

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2	Mar 22, 2017	J	10,000	—	D	10,040,411	D
Common Stock^F1,F2	Mar 23, 2017	J	10,000	—	D	10,030,411	D
Common Stock	holding	—	—		—	97,810	I	by Spouse

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Forward Sale Contract (obligation to sell)^F1,F2	—	Mar 22, 2017	J	10,000	D	Mar 8, 2017	May 3, 2017	Common Stock	290,000	0	D
Forward Sale Contract (obligation to sell)^F1,F2	—	Mar 23, 2017	J	10,000	D	Mar 8, 2017	May 3, 2017	Common Stock	280,000	0	D

Explanation of responses

F1On March 31, 2014, Mr. Pratt entered into a prepaid variable forward sale with an unaffiliated third party, which was previously reported. The contract obliges Mr. Pratt to deliver to the buyer up to 400,000 shares of PRIM common stock (or, at Mr. Pratt's election, an equivalent amount of cash based on the market price of PRIM common stock at that time) on the maturity dates of the contract. The maturity dates are the 40 business days starting March 8, 2017 and ending May 3, 2017 with 10,000 shares maturing each day. For assuming this obligation, Mr. Pratt received $9,860,364 as of March 31, 2014. Mr. Pratt has pledged 400,000 shares of PRIM common stock to secure the obligations. He has retained voting rights of the pledged shares.
F2On each maturity date, the number of shares delivered to the buyer will be determined as follows: (a) If the settlement price is less than or equal to $25.6446/share, Mr. Pratt will deliver 10,000 shares; (b) if the settlement price is greater than $25.6446/share but less than or equal to $36.8321/share, he will deliver shares equal to the product of 10,000 shares multiplied by $25.6446 divided by the settlement price; or (c) if the settlement price is greater than $36.8321/share, he will deliver shares equal to the result of subtracting the quotient of $111,875 divided by the settlement price from 10,000 shares. For the 3/22/2017 transaction, the settlement price was $22.56 per share and for the 3/23/2017 transaction the settlement price was $22.99 per share. Accordingly, 10,000 shares were delivered for each of the two transactions.