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Ownership Document |
Schema Version: X0306 |
Document Type: 4 |
Period of Report: 3/31/21 |
Not Subject to Section 16: 0 |
Issuer: |
| Issuer CIK: 1136294 |
| Issuer Name: Williams Industrial Services Group Inc. |
| Issuer Trading Symbol: WLMS |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1713635 |
| | Owner Name: Wheelock Charles E. |
| Reporting Owner Address: |
| | Owner Street 1: C/O WILLIAMS INDUSTRIAL SRVS GRP INC. |
| | Owner Street 2: 100 CRESCENT CENTRE PKWY STE 1240 |
| | Owner City: TUCKER |
| | Owner State: GA |
| | Owner ZIP Code: 30084 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? Yes |
| | Is Ten Percent Owner? No |
| | Is Other? No |
| | Officer Title: SVP, Chief Admin Off, GC, Sec |
| | Other Text: |
Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock, $0.01 par value per share |
| | Transaction Date: |
| | | Value: 3/31/21 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: M |
| | | Equity Swap Involved? No |
| | | Footnote ID: F1 |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 8,939 |
| | | Transaction Price Per Share: |
| Footnote ID: F1 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 76,133 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock, $0.01 par value per share |
| | Transaction Date: |
| | | Value: 3/31/21 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: M |
| | | Equity Swap Involved? No |
| | | Footnote ID: F4 |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 14,326 |
| | | Transaction Price Per Share: |
| Footnote ID: F4 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 90,459 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock, $0.01 par value per share |
| | Transaction Date: |
| | | Value: 3/31/21 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: A |
| | | Equity Swap Involved? No |
| | | Footnote ID: F2 |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 11,971 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 102,430 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock, $0.01 par value per share |
| | Transaction Date: |
| | | Value: 3/31/21 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: F |
| | | Equity Swap Involved? No |
| | | Footnote ID: F3 |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 13,648 |
| | | Transaction Price Per Share: |
| Value: 3.48 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 88,782 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
Derivative Table: |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Restricted Stock Units |
| | Conversion or Exercise Price: |
| | | Footnote ID: F1 |
| | Transaction Date: |
| | | Value: 3/31/21 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: M |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 8,939 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Footnote ID: F1 |
| | Expiration Date: |
| | | Footnote ID: F1 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 8,939 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 8,940 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Restricted Stock Units |
| | Conversion or Exercise Price: |
| | | Footnote ID: F4 |
| | Transaction Date: |
| | | Value: 3/31/21 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: M |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 14,326 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Footnote ID: F4 |
| | Expiration Date: |
| | | Footnote ID: F4 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 14,326 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 28,653 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Restricted Stock Units |
| | Conversion or Exercise Price: |
| | | Footnote ID: F5 |
| | Transaction Date: |
| | | Value: 3/31/21 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: A |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 22,759 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Exercise Date: |
| | | Footnote ID: F5 |
| | Expiration Date: |
| | | Footnote ID: F5 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 22,759 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 22,759 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Holding: |
| | Security Title: |
| | | Value: Performance-Based Restricted Stock Units |
| | Conversion or Exercise Price: |
| | | Footnote ID: F6 |
| | Exercise Date: |
| | | Footnote ID: F6 |
| | Expiration Date: |
| | | Footnote ID: F6 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 30,333 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 30,333 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
Footnotes: |
| Footnote - F1: On April 3, 2019, the reporting person was granted 26,818 time-based restricted stock units ("RSUs"), each of which represents a contingent right to receive one share of the issuer's common stock and which vest in three equal installments on March 31 of each of 2020, 2021 and 2022, subject to continued employment through the vesting date. The RSUs may be settled in shares of the issuer's common stock or cash (at the election of the issuer). The issuer's Compensation Committee elected to settle the RSUs that vested on March 31, 2021 in shares of the issuer's common stock. |
| Footnote - F2: On April 3, 2019, the reporting person was granted cash-based performance awards ("Performance Awards"), which vest in three equal installments on March 31 of each of 2020, 2021 and 2022 and are subject to continued employment through the vesting date. The Performance Awards may be settled in cash or shares of the issuer's common stock (at the election of the issuer). The Compensation Committee determined that the second installment of the Performance Awards vested in full, based on the issuer's achievement of the relevant performance conditions, and elected to settle such Performance Awards in shares of the issuer's common stock. The number of shares received was based on the closing price of the issuer's common stock on March 31, 2021. |
| Footnote - F3: Reflects withholding of shares by the issuer to offset the tax liability resulting from the vesting on March 31, 2021 with respect to: (i) 10,112 time-based RSUs granted on June 20, 2018; (ii) 8,939 time-based RSUs granted on April 3, 2019; (iii) 14,326 time-based RSUs granted on March 31, 2020; and (iv) 11,971 Performance Awards. |
| Footnote - F4: On March 31, 2020, the reporting person was granted 42,979 time-based RSUs, each of which represents a contingent right to receive one share of the issuer's common stock and which vest in three equal installments on March 31 of each of 2021, 2022 and 2023, subject to continued employment through the vesting date. The Form 4 filed by the reporting person on April 2, 2020 inadvertently stated that the first tranche would vest on June 30, 2021. The RSUs may be settled in shares of the issuer's common stock or cash (at the election of the issuer). The issuer's Compensation Committee elected to settle the RSUs that vested on March 31, 2021 in shares of the issuer's common stock. |
| Footnote - F5: On March 31, 2021, the reporting person was granted 22,759 time-based RSUs, each of which represents a contingent right to receive one share of the issuer's common stock and which vest in full on March 31, 2024, subject to continued employment through the vesting date. The RSUs may be settled in shares of the issuer's common stock or cash (at the election of the issuer). |
| Footnote - F6: Each performance-based RSU represents a contingent right to receive one share of the issuer's common stock. The applicable performance goal was to be satisfied if the issuer's common stock achieves a specified per share market price for any period of 30 consecutive trading days prior to June 30, 2021 (the "2018 performance goal"), subject to continued employment through the vesting date. In March 2021, the issuer's Compensation Committee approved a modification of the vesting terms, such that, if the Company has not achieved the performance goal by December 31, 2022, all unvested performance-based RSUs will be forfeited. |
Owner Signature: |
| Signature Name: /s/ Charles E. Wheelock |
| Signature Date: 4/2/21 |