EMCOR Group, Inc. — Director's Dealing 2013

Feb 12, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EMCOR GROUP INC (EME)
CIK: 0000105634
Period of Report: 2012-12-31

Reporting Person: MACINNIS FRANK T (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-31	Common Stock	G	26434	—	Disposed	717867	Direct
2013-01-22	Common Stock	J	197254	$35.90	Disposed	520613	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	26434	Indirect
Common Stock	223688	Indirect

Footnotes

F1: On December 31, 2012 the reporting person transferred 26,434 shares of the common stock of EMCOR Group, Inc. ("EMCOR") to the Frank T. MacInnis 2012 GST Family Trust (the "Trust") for the benefit of the children and other descendants of the reporting person.

F2: On January 22, 2013 the reporting person transferred 197,254 shares of common stock of EMCOR Group, Inc. to the Trust in exchange for that part of the trust corpus that consisted of securities other than shares of EMCOR common stock and which trust corpus was equal in value to the 197,254 shares of EMCOR common stock, all as permitted by the terms of the Trust. Inasmuch as the reporting person's spouse is trustee of the Trust and his immediate family members are beneficiaries of the Trust, the transferred shares are reported as indirectly held by the reporting person. The reporting person disclaims beneficial ownership of the transferred shares, and the filing of this report is not an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

F3: Includes shares issuable in respect of restricted stock units.