EMCOR Group, Inc. — Director's Dealing 2012

Feb 1, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EMCOR GROUP INC (EME)
CIK: 0000105634
Period of Report: 2012-01-31

Reporting Person: Guzzi Anthony (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-31	Common Stock	A	321	—	Acquired	283094	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5790	Indirect

Footnotes

F1: Represents restricted stock units ("RSUs") issued as a consequence of a dividend paid on the Company's common stock on January 31, 2012. These RSUs were issued in respect of outstanding RSUs awarded pursuant to the EMCOR Group, Inc. Long Term Incentive Plan (the "LTIP") and a Restricted Stock Unit Agreement between Anthony J. Guzzi and the Company dated May 9, 2011 (the "Agreement") and in accordance with the respective provisons of the LTIP and the Agreement. The RSUs issued on January 31, 2012 are subject to the same vesting and forfeiture provisions as the RSUs in respect of which they have been issued.

F2: Includes shares issuable in respect of restricted stock units.

F3: These securities were transferred by the reporting person as a gift to The Guzzi Family Irrevocable Trust (the "Trust") for the benefit of the reporting person's children. The reporting person's spouse is trustee of the Trust. Such transfer was reported on a previously filed Form 4. The reporting person disclaims beneficial ownership of such securities.