Sec Form 4 Filing - Makode Gail D @ IES Holdings, Inc. - 2019-09-11

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Makode Gail D 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, GC & Secretary (Last) (First) (Middle) ONE SOUND SHORE DR, SUITE 304 3. Date of Earliest Transaction (MM/DD/YY) 09/11/2019 (Street) GREENWICH, CT06830 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 09/11/2019 M 12,500 ( 1 ) A $ 5.76 62,308 D Common Stock 09/11/2019 M 5,000 ( 1 ) A $ 7.27 67,308 D Common Stock 09/11/2019 F 9,394 ( 2 ) D $ 19.14 57,914 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Employee Stock Option (Right to Buy) $ 5.76 09/11/2019 M 12,500 05/01/2015 05/01/2023 Common Stock 12,500 $ 0 0 D Employee Stock Option (Right to Buy) $ 7.27 09/11/2019 M 5,000 01/14/2017 01/14/2025 Common Stock 5,000 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Makode Gail D ONE SOUND SHORE DR, SUITE 304 GREENWICH, CT06830 SVP, GC & Secretary Signatures /s/ Gail D. Makode 09/13/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents common stock received from the exercise of stock options granted pursuant to the IES Holdings, Inc. 2006 Equity Incentive Plan (as amended and restated, the "Plan"). ( 2 )Represents (i) 3,733 shares withheld to satisfy withholding tax liability resulting from the options exercise; and (ii) 5,661 shares withheld for payment of the exercise price of the shares underlying the stock options, each in accordance with the terms of the reporting person's award agreements under the Plan.

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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