Sec Form 4 Filing - ONEIL JAMES F @ Orbital Energy Group, Inc. - 2022-04-13

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 ONEIL JAMES F 2. Issuer Name and Ticker or Trading Symbol Orbital Energy Group, Inc. [ OEG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) 1924 ALDINE WESTERN 3. Date of Earliest Transaction (MM/DD/YY) 04/13/2022 (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 Common Stock 04/13/2022 A 226,902 A 1,427,165 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 Restricted Stock Units ( 1 )( 2 ) 04/13/2022 A 662,106 ( 1 ) ( 3 ) Common Stock 662,106 $ 2.05 662,106 D SARs $ 1 04/13/2022 D 187,500 ( 5 ) ( 5 ) Common Stock 187,500 $ 1.62 0 D SARs $ 2.89 04/13/2022 D 1,600,000 ( 6 ) ( 6 ) Common Stock 1,600,000 $ 0.88 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ONEIL JAMES F 1924 ALDINE WESTERN HOUSTON, TX77038 X Chief Executive Officer Signatures /s/ James F. O'Neil III 04/18/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )RSUs were issued in connection with cancellation of previously issued cash-settled SARS. Of the RSUs issued, 373,055 were fully vested and immediately convertible to common stock and the remaining 662,106 will vest in equal installments on the first and second anniversaries of the date of issuance. ( 2 )RSUs are convertible to common shares on a one-to-one basis. ( 3 )RSUs do not have expiration dates. ( 4 )Fully vested RSUs, which were immediately convertible to common stock, were issued in connection with the cancellation of previously issued cash-settled SARs. 373,055 shares were granted and 146,153 were withheld for payroll taxes. ( 5 )187,500 SARs were exchanged for 148,276 RSUs, of which 134,629 were fully vested and immediately convertible into common stock and 13,647 will vest in equal installments on the first and second anniversaries of the date of issuance. ( 6 )1,600,000 SARs were exchanged for 886,885 RSUs, of which 238,426 were fully vested and immediately convertible into common stock and 648,459 will vest in equal installments on the first and second anniversaries of the date of issuance.

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).

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