SEC Form 3 · accession 0001104659-18-022879
Willbros Group, Inc.\NEW\ · WGRP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Primoris Services Corp
10% Owner
Period of report
Mar 27, 2018
Accepted (ET)
Apr 6, 2018 · 5:12 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001449732
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| No securities are beneficially ownedF1,F2,F3 | holding | — | — | — | 0 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On March 27, 2018, Primoris Services Corporation ("Primoris"), Waco Acquisition Vehicle, Inc., a wholly-owned subsidiary of Primoris ("Merger Sub"), and Willbros Group, Inc. ("Willbros") entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which Merger Sub will be merged with and into Willbros, with Willbros surviving and continuing as a wholly owned subsidiary of Primoris. In connection with the Merger Agreement, Primoris entered into voting agreements (the "Voting Agreements") with certain stockholders of Willbros (the "Stockholders") covering 11,060,280, or 17.5%, of Willbros outstanding Common Stock (based on Willbros outstanding Common Stock as of March 26, 2018 (as represented by the Issuer in its Annual Report for the fiscal year ended December 31, 2017 filed on Form 10-K)).
- F2Primoris exercises voting power in limited situations over the shares of Issuer's Common Stock through the grant of an irrevocable proxy by each of the Stockholders in the Voting Agreements.
- F3Primoris has no pecuniary interest (as defined in Rule 16a-1(a)(2) of the Exchange Act) in any of the shares of Issuer Common Stock subject to the Voting Agreements.