SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* Dicks Allan (Last) (First) (Middle) 1 PARK PLAZA, SUITE 1000 (Street) IRVINE CA 92614 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/22/2020	3. Issuer Name and Ticker or Trading Symbol Montrose Environmental Group, Inc. [ MEG ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Chief Financial Officer	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	8,750	I	See Footnote(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	(2)	08/16/2026	Common Stock	125,000	$8.58	D
Stock Option (Right to Buy)	(3)	12/13/2026	Common Stock	62,500	$9.76	D
Stock Option (Right to Buy)	(4)	01/10/2029	Common Stock	20,460	$24	D
Stock Option (Right to Buy)	(5)	01/01/2030	Common Stock	18,892	$31.6	D

Explanation of Responses:

1. The shares of common stock, par value $0.000004 (the "Common Stock"), are held by The Allan and Kristine Dicks Trust.

2. This option represents the right to purchase a total of 125,000 shares of the Common Stock, 62,500 of which have vested, with the remaining shares vesting on August 16, 2020, subject to the Reporting Person's continued service to Issuer.

3. This option represents the right to purchase a total of 62,500 shares of the Common Stock, 31,250 of which have vested, with the remaining shares vesting on December 13, 2020, subject to the Reporting Person's continued service to the Issuer.

4. This option represents the right to purchase a total of 20,460 shares of the Common Stock, 6,820 of which have vested with the remaining shares vesting in two equal annual installments on January 10, 2021 and January 10, 2022, subject to the Reporting Person's continued service to the Issuer.

5. This option represents the right to purchase a total of 18,892 shares of the Common Stock which will vest in three equal annual installments on January 1, 2021, January 1, 2022, and January 1, 2023, subject to the Reporting Person's continued service to the Issuer.

Remarks:

Exhibit 24.1 - Power of Attorney

	/s/ Nasym Afsari, Attorney in fact	07/22/2020
	** 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 5 (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.