SEC FORM 4

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^*

WRIGHT DICKERSON

(Last)

(First)

(Middle)

200 SOUTH PARK ROAD

SUITE 350

(Street)

HOLLYWOOD

33021

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NV5 Holdings, Inc. [ NVEE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO and President

3. Date of Earliest Transaction (Month/Day/Year)
10/10/2013

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/10/2013		X		166,667	A	$6	383,678	I	Wright Family Trust dated December 12, 1990⁽¹⁾
Common Stock								338,429	I	Dickerson Wright 2010 GRAT dated June 28, 2010⁽¹⁾
Common Stock								338,429	I	Katherine Wright 2010 GRAT dated June 28, 2010⁽¹⁾
Common Stock								552,202	I	Dickerson Wright 2012 GRAT dated November 9, 2012⁽¹⁾
Common Stock								552,202	I	Katherine Wright 2012 GRAT dated November 9, 2012⁽¹⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrant (Right to Buy)	$7.8	10/10/2013		D⁽²⁾			166,667	⁽²⁾	03/27/2018	Common Stock	166,667	⁽²⁾	0	I	Wright Family Trust dated December 12, 1990⁽¹⁾
Warrant (Right to Buy)	$6	10/10/2013		A⁽²⁾		166,667		⁽²⁾	03/27/2018	Common Stock	166,667	⁽²⁾	166,667	I	Wright Family Trust dated December 12, 1990⁽¹⁾
Warrant (Right to Buy)	$6	10/10/2013		X			166,667	⁽²⁾	03/27/2018	Common Stock	166,667	⁽²⁾	0	I	Wright Family Trust dated December 12, 1990⁽¹⁾

Explanation of Responses:

1. Dickerson Wright and his wife Katherine Wright are trustees. Mr. Wright disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

2. The Issuer effectuated a temporary reduction of the exercise price of all of its outstanding public warrants from $7.80 per share to $6.00 per share, commencing on September 27, 2013 and continuing until 5:00 p.m., New York City time, on October 11, 2013. The two reported transactions involve a change in the exercise price of the outstanding warrant upon exercise, resulting in the deemed cancellation of the "old" warrant exercised and the grant of a replacement warrant for the number of shares exercised. The warrant was originally purchased on April 2, 2013.

	/s/ MaryJo O'Brien, as attorney in fact	10/15/2013
	** 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).
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