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^*

McLauchlin Tracy

(Last)

(First)

(Middle)

5433 WESTHEIMER ROAD, SUITE 500

(Street)

HOUSTON

77056

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
IES Holdings, Inc. [ IESC ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, CFO & Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
12/06/2022

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	12/06/2022		A		12,753⁽¹⁾	A	$35.96	88,317	D
Common Stock	12/06/2022		F		5,018⁽²⁾	D	$35.96	83,299	D
Common Stock	12/06/2022		A		3,691⁽³⁾	A	$0	86,990	D

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)

Explanation of Responses:

1. On December 4, 2019, Ms. McLauchlin was granted shares of time and performance based phantom stock units (the "Phantom Stock Units") pursuant to the IES Holdings, Inc. 2006 Equity Incentive Plan, as amended and restated (the "2006 Equity Incentive Plan"). The Phantom Stock Units vested, if at all, upon the achievement of certain specified annual financial performance objectives and the continued performance of services through the scheduled vesting date. On December 6, 2022, upon the filing of the Issuer's Annual Report on Form 10-K for its fiscal year ended September 30, 2022, the performance and service criteria were determined to have been met, resulting in the investing of 12,753 Phantom Stock Units under this award.

2. Represents shares of Common Stock withheld to satisfy the tax obligation resulting from the vesting of the performance and time-based phantom stock units granted to Ms. McLauchlin on December 4, 2019 pursuant to the 2006 Equity Incentive Plan.

3. On December 6, 2022, Ms. McLauchlin was granted 3,691 time-based Phantom Stock Units ("PSUs") pursuant to the 2006 Equity Incentive Plan. Each PSU represents a contractual right in respect of one share of the Issuer's Common Stock and will vest upon the continued performance of services through the scheduled vesting date. The PSUs are scheduled to vest on the earlier of (i) December 15, 2025 and (ii) the date that the Issuer files its Annual Report on Form 10-K for its fiscal year ending September 30, 2025.

Remarks:

	/s/ Tracy A. McLauchlin	12/08/2022
	** 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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