Sec Form 5 Filing - SHAW STEVEN A @ Mastech Digital, Inc. - 2017-12-31

FORM 5 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 SHAW STEVEN A 2. Issuer Name and Ticker or Trading Symbol Mastech Digital, Inc. [ MHH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 503 13TH AVENUE EAST, #205 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2017 (Street) SEATTLE, WA98102 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 09/28/2017 P 6,200 ( 1 ) A $ 6.72 ( 1 ) ( 2 ) 1,094,336 ( 1 ) D Common Stock 10/02/2017 P 2,800 A $ 6.38 ( 3 ) 1,094,336 D Common Stock 10/05/2017 P 2,436 A $ 6.35 ( 4 ) 1,094,336 D Common Stock 10/09/2017 P 1,800 A $ 6.41 ( 5 ) 1,094,336 D Common Stock 10/10/2017 P 2,200 A $ 6.07 ( 6 ) 1,094,336 D Common Stock 10/11/2017 P 2,200 A $ 6.06 ( 7 ) 1,094,336 D Common Stock 10/13/2017 P 3,400 A $ 6.22 ( 8 ) 1,094,336 D Common Stock 10/16/2017 P 2,000 A $ 6.16 ( 9 ) 1,094,336 D Common Stock 10/17/2017 P 4,000 A $ 6.32 ( 10 ) 1,094,336 D Common Stock 10/24/2017 P 4,042 A $ 6.15 ( 11 ) 1,094,336 D Common Stock 10/25/2017 P 400 A $ 6.16 1,094,336 D Common Stock 10/26/2017 P 5,610 A $ 6.15 ( 12 ) 1,094,336 D Common Stock 10/27/2017 P 4,620 A $ 6.22 ( 13 ) 1,094,336 D Common Stock 10/30/2017 P 3,288 A $ 6.22 ( 14 ) 1,094,336 D Common Stock 11/03/2017 P 1,600 A $ 5.82 ( 15 ) 1,094,336 D Common Stock 11/06/2017 P 2,000 A $ 5.78 1,094,336 D Common Stock 11/10/2017 P 620 A $ 5.15 ( 16 ) 1,094,336 D Common Stock 11/14/2017 P 1,000 A $ 4.78 1,094,336 D Common Stock 11/15/2017 P 1,820 A $ 4.82 ( 17 ) 1,094,336 D Common Stock 11/17/2017 P 600 A $ 4.88 1,094,336 D Common Stock 11/20/2017 P 1,200 A $ 4.86 ( 18 ) 1,094,336 D Common Stock 11/21/2017 P 1,650 A $ 4.98 ( 19 ) 1,094,336 D Common Stock 11/22/2017 P 1,600 A $ 5.25 1,094,336 D Common Stock 12/07/2017 P 1,800 A $ 4.91 ( 20 ) 1,094,336 D Common Stock 12/08/2017 P 1,000 A $ 4.75 1,094,336 D Common Stock 12/20/2017 P 4,200 A $ 4.85 ( 21 ) 1,094,336 D Common Stock 12/21/2017 P 3,000 A $ 4.88 ( 22 ) 1,094,336 D Common Stock 12/22/2017 P 14,430 A $ 4.81 ( 23 ) 1,094,336 D Common Stock 12/27/2017 P 3,600 A $ 4.85 ( 24 ) 1,094,336 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SHAW STEVEN A 503 13TH AVENUE EAST, #205 SEATTLE, WA98102 X Signatures /s/ Steven A. Shaw 09/04/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )All reported numbers of shares and prices per share are adjusted to reflect a two-for-one stock split that was declared by the Issuer's board of directors on July 24, 2018. ( 2 )This purchase was executed through multiple trades at prices ranging from $6.1625 to $6.885. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 5. ( 3 )This purchase was executed through multiple trades at prices ranging from $6.2848 to $6.45735. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 5. ( 4 )This purchase was executed through multiple trades at prices ranging from $6.28495 to $6.365. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 5. ( 5 )This purchase was executed through multiple trades at prices ranging from $6.3436 to $6.4665. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 5. ( 6 )This purchase was executed through multiple trades at prices ranging from $6.04995 to $6.07515. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 5. ( 7 )This purchase was executed through multiple trades at prices ranging from $6.00 to $6.075. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 5. ( 8 )This purchase was executed through multiple trades at prices ranging from $6.21335 to $6.2297. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 5. ( 9 )This purchase was executed through multiple trades at prices ranging from $6.12495 to $6.19. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 5. ( 10 )This purchase was executed through multiple trades at prices ranging from $6.11995 to $6.462. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 5. ( 11 )This purchase was executed through multiple trades at prices ranging from $6.10 to $6.1795. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 5. ( 12 )This purchase was executed through multiple trades at prices ranging from $6.10 to $6.2246. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 5. ( 13 )This purchase was executed through multiple trades at prices ranging from $6.1919 to $6.2575. The price repo rted above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 5. ( 14 )This purchase was executed through multiple trades at prices ranging from $6.1548 to $6.275. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 5. ( 15 )This purchase was executed through multiple trades at prices ranging from $5.77 to $5.87495. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 5. ( 16 )This purchase was executed through multiple trades at prices ranging from $5.1525 to $5.175. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 5. ( 17 )This purchase was executed through multiple trades at prices ranging from $4.79995 to $4.8665. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 5. ( 18 )This purchase was executed through multiple trades at prices ranging from $4.83 to $4.885. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 5. ( 19 )This purchase was executed through multiple trades at prices ranging from $4.9455 to $5.05. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 5. ( 20 )This purchase was executed through multiple trades at prices ranging from $4.7899 to $4.975. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 5. ( 21 )This purchase was executed through multiple trades at prices ranging from $4.8256 to $4.885. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 5. ( 22 )This purchase was executed through multiple trades at prices ranging from $4.83955 to $4.93. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 5. ( 23 )This purchase was executed through multiple trades at prices ranging from $4.7626 to $4.875. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 5. ( 24 )This purchase was executed through multiple trades at prices ranging from $4.84935 to $4.8506. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 5.

Remarks: 2 of 2 Form 5s filed for the Issuer's fiscal year ended December 31, 2017

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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