Sec Form 4/A Filing - SHANFELTER AUSTIN J @ Orion Group Holdings Inc - 2022-09-12

FORM 4/A 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 SHANFELTER AUSTIN J 2. Issuer Name and Ticker or Trading Symbol Orion Group Holdings Inc [ ORN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Chairman (Last) (First) (Middle) 12000 AEROSPACE AVENUE, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 09/12/2022 (Street) HOUSTON, TX77034 4. If Amendment, Date Original Filed (MM/DD/YY) 09/14/2022 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( 1 ) 09/12/2022 M 179,211( 2 ) A $ 0( 2 ) 343,076 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 Time Vested Restricted Stock Units( 1 ) ( 3 ) 09/12/2022 M 179,211 ( 3 ) ( 3 ) Common Stock( 1 ) 179,211 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SHANFELTER AUSTIN J 12000 AEROSPACE AVENUE SUITE 300 HOUSTON, TX77034 Executive Chairman Signatures Austin J Shanfelter, Executive Chairman 09/28/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On September 12, 2022, Mr. Shanfelter filed a Form 4 to report the vesting of 179,211 restricted stock units into shares of common stock and corresponding withholding of 40,054 shares of common stock to satisfy tax withholding obligations. This amendment to the Form 4 is being filed to amend the first row in Table 1, and to add a row in Table 2, with respect to the foregoing transaction. The second line of Table I remains unchanged , thus accurately reporting Mr. Shanfelter's current beneficial ownership of 303,922 shares in Column 5 of Table I. ( 2 )Vesting of time vested restricted stock units (awarded May 19, 2022) as a result of Mr. Shanfelter fulfilling his term as Interim Chief Executive Officer on September 12, 2022. ( 3 )Represents Time Vested Restricted Stock Units that cliff vest and were to be settled at the time Mr. Shanfelter fulfilled his term as Interim Chief Executive Officer.

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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