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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Williams Industrial Services Group Inc. [ WLMS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/13/2018 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock, $0.01 par value per share | 11/13/2018 | P | 39,700(2) | A | $1.8711(3) | 3,207,418 | I | See Footnote(1) | ||
Common Stock, $0.01 par value per share | 11/14/2018 | P | 31,300(2) | A | $1.8976(4) | 3,238,718 | I | See Footnote(1) | ||
Common Stock, $0.01 par value per share | 54,819 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. As of the date of this Form 4, Mr. Obus is (i) a principal executive officer of Wynnefield Capital, Inc., which is the sole investment manager of Wynnefield Small Cap Value Offshore Fund, Ltd., which beneficially owns 1,011,671 shares of the issuer's common stock; (ii) a co-managing member of Wynnefield Capital Management, LLC, which is the sole general partner of Wynnefield Partners Small Cap Value, L.P. I, which beneficially owns 1,120,988 shares of the issuer's common stock, and the sole general partner of Wynnefield Partners Small Cap Value, L.P., which beneficially owns 1,006,054 shares of the issuer's common stock; and (iii) a co-trustee of Wynnefield Capital, Inc. Profit Sharing & Money Purchase Plan, which beneficially owns 100,005 shares of the issuer's common stock. Mr. Obus disclaims beneficial ownership of the securities described in this footnote except to the extent of his pecuniary interest. |
2. Of the aggregate number of shares purchased on each of November 13, 2018 and November 14, 2018, Wynnefield Partners Small Cap Value, L.P. I purchased 11,910 shares and 9,390 shares, respectively, while the other Wynnefield entities disclosed in footnote 1 purchased 27,790 shares and 21,910 shares, respectively. |
3. Represents the weighted average purchase price of multiple transactions. 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. |
4. Represents the weighted average purchase price of multiple transactions. 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. |
Remarks: |
Effective June 29, 2018, the issuer changed its legal name from "Global Power Equipment Group Inc." to "Williams Industrial Services Group Inc." and its trading symbol from "GLPW" to "WLMS." |
/s/ Charles E. Wheelock for Nelson Obus by Power of Attorney | 11/15/2018 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |