Sec Form 4 Filing - PAGLIARA TRACY D @ Williams Industrial Services Group Inc. - 2021-03-31

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 PAGLIARA TRACY D 2. Issuer Name and Ticker or Trading Symbol Williams Industrial Services Group Inc. [ WLMS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) C/O WILLIAMS INDUSTRIAL SRVS GRP INC., 100 CRESCENT CENTRE PKWY STE 1240 3. Date of Earliest Transaction (MM/DD/YY) 03/31/2021 (Street) TUCKER, GA30084 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, $0.01 par value per share 03/31/2021 M( 1 ) 28,612 A 467,659 D Common Stock, $0.01 par value per share 03/31/2021 M( 4 ) 45,573 A 513,232 D Common Stock, $0.01 par value per share 03/31/2021 A( 2 ) 38,314 A $ 0 551,546 D Common Stock, $0.01 par value per share 03/31/2021 F( 3 ) 35,847 D $ 3.48 515,699 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 ) 03/31/2021 M 28,612 ( 1 ) ( 1 ) Common Stock 28,612 $ 0 28,612 D Restricted Stock Units ( 4 ) 03/31/2021 M 45,573 ( 4 ) ( 4 ) Common Stock 45,573 $ 0 91,145 D Restricted Stock Units ( 5 ) 03/31/2021 A 70,080 ( 5 ) ( 5 ) Common Stock 70,080 $ 0 70,080 D Performance-Based Restricted Stock Units ( 6 ) ( 6 ) ( 6 ) Common Stock 73,000 73,000 D Performance-Based Restricted Stock Units ( 7 ) ( 7 ) ( 7 ) Common Stock 104,166 104,166 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other PAGLIARA TRACY D C/O WILLIAMS INDUSTRIAL SRVS GRP INC. 100 CRESCENT CENTRE PKWY STE 1240 TUCKER, GA30084 X President and CEO Signatures /s/ Charles E. Wheelock for Tracy D. Pagliara by Power of Attorney 04/02/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On April 3, 2019, the reporting person was granted 85,836 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. ( 2 )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. ( 3 )Reflects withholding of shares by the issuer to offset the tax liability resulting from the vesting on March 31, 2021 with respect to: (i) 34,723 time-based RSUs granted on June 20, 2018; (ii) 28,612 time-based RSUs granted on April 3, 2019; (ii) 45,573 time-based RSUs granted on March 31, 2020; and (iv) 38,314 Performance Awards. ( 4 )On March 31, 2020, the reporting person was granted 136,718 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. ( 5 )On March 31, 2021, the reporting person was granted 70,080 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). ( 6 )Each performance-based RSU ("PRSU") 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 August 5, 2021 (the "2016 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 PRSUs will be forfeited. ( 7 )Each PRSU 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 PRSUs will be forfeited.

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