Sec Form 4 Filing - FORD DANIEL NED @ Orbital Energy Group, Inc. - 2021-04-23

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 FORD DANIEL NED 2. Issuer Name and Ticker or Trading Symbol Orbital Energy Group, Inc. [ OEG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CFO (Last) (First) (Middle) 1924 ALDINE WESTERN 3. Date of Earliest Transaction (MM/DD/YY) 04/23/2021 (Street) HOUSTON, TX77038 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

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 SAR - Cash settled $ 2.89 04/23/2021 A 745,000 04/23/2022 04/23/2024 Common Stock 745,000 ( 1 ) 745,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FORD DANIEL NED 1924 ALDINE WESTERN HOUSTON, TX77038 CFO Signatures /s/ Daniel N. Ford 04/26/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person received the cash settled only stock appreciation rights ("SARs") as a one-time award for bonus compensation. The SARs are payable in cash as to one-third (1/3) of the SARs at each of the first, second and third annual anniversary dates each equal to the excess of (a) the Fair Market Value of a share of common stock on the applicable payment date, over (b) the $2.89 exercise price. For the purposes hereof, the term "Fair Market Value" shall mean the weighted average closing price for the five (5) trading days immediately preceding the payment date as reported on Nasdaq.com. The SARs are only payable in cash and the reporting person did not receive any common shares.

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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