Montrose Environmental Group, Inc. — Director's Dealing 2021

Dec 20, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Montrose Environmental Group, Inc. (MEG)
CIK: 0001643615
Period of Report: 2021-11-04

Reporting Person: Manthripragada Vijay (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-11-04	Common Stock	M	30000	$6.03	Acquired	42928	Direct
2021-11-04	Common Stock	S	30000	$72.607	Disposed	12928	Direct
2021-12-16	Common Stock	A	316209	$0.00	Acquired	329137	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-11-04	Stock Option (Right to Buy)	$6.03	M	30000	Disposed	2026-06-23	Common Stock (30000)	Direct
2021-12-16	Stock Appreciation Right	$66.79	A	900000	Acquired	2031-12-16	Common Stock (900000)	Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares of common stock of the Issuer were sold in multiple transactions by the Reporting Person at prices ranging from $72.50 to $72.90, inclusive. The Reporting Person undertakes to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer full information regarding the number of shares of common stock sold at each separate price within the range.

F2: The Reporting Person was granted restricted stock units ("RSUs") which represent a contingent right to receive one share of Common Stock for each RSU. 50% of the RSUs will vest on December 16, 2025, and the remaining 50% of the RSUs will vest on December 16, 2026, provided that the Reporting Person remains in continuous service on each vesting date.

F3: 50% of the shares subject to the option vested on September 11, 2017 and the remaining 50% vested on September 11, 2019.

F4: The stock appreciation rights are performance based and will vest on December 16, 2026, subject to the achievement of 20-day trading average stock prices of $133.58, $166.98 and $200.37 prior to the vesting date and subject to the Reporting Person's continued service on the vesting date. 1/3 of the stock appreciation rights will be earned upon achievement of each of the foregoing performance hurdles.