Primoris Services Corp — Director's Dealing 2016

Aug 5, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Primoris Services Corp (PRIM)
CIK: 0001361538
Period of Report: 2016-08-03

Reporting Person: Pratt Brian (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-03	Common Stock	A	2349	—	Acquired	10148447	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	97810	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Forward Sale Contract (obligation to sell)	$	2017-05-03	Common Stock (400000)	0	Direct

Footnotes

F1: On March 31, 2014, Mr. Pratt entered into a prepaid variable forward sale with an unaffiliated third party. The contract obliges Mr. Pratt to deliver to the buyer up to 400,000 shares of PRIM common stock (or, at Mr. Pratt's election, an equivalent amount of cash based on the market price of PRIM common stock at that time) on the maturity dates of the contract. The maturity dates are the 40 business days starting March 8, 2017 and ending May 3, 2017 with 10,000 shares maturing each day. For assuming this obligation, Mr. Pratt received $9,860,364 as of March 31, 2014. Mr. Pratt has pledged 400,000 shares of PRIM common stock to secure the obligations. He has retained voting rights of the pledged shares.

F2: On each maturity date, the number of shares delivered to the buyer will be determined as follows: (a) If the settlement price is less than or equal to $25.6446/share, Mr. Pratt will deliver 10,000 shares; (b) if the settlement price is greater than $25.6446/share but less than or equal to $36.8321/share, he will deliver shares equal to the product of 10,000 shares multiplied by $25.6446 divided by the settlement price; or (c) if the settlement price is greater than $36.8321/share, he will deliver shares equal to the result of subtracting the quotient of $111,875 divided by the settlement price from 10,000 shares.

F3: The non-employee director compensation program adopted by the Board in May 2011 and updated August 4, 2015, provides for the issuance of restricted stock with a value of $46,667 resulting in a grant of 2,349 shares of stock. The shares of stock cannot be sold for a period of twelve months from the date of grant.