Primoris Services Corp — Director's Dealing 2018

Apr 6, 2018

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Willbros Group, Inc.\NEW\ (WGRP)
CIK: 0001449732
Period of Report: 2018-03-27

Reporting Person: Primoris Services Corp (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
No securities are beneficially owned	0	Direct

Footnotes

F1: On March 27, 2018, Primoris Services Corporation ("Primoris"), Waco Acquisition Vehicle, Inc., a wholly-owned subsidiary of Primoris ("Merger Sub"), and Willbros Group, Inc. ("Willbros") entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which Merger Sub will be merged with and into Willbros, with Willbros surviving and continuing as a wholly owned subsidiary of Primoris. In connection with the Merger Agreement, Primoris entered into voting agreements (the "Voting Agreements") with certain stockholders of Willbros (the "Stockholders") covering 11,060,280, or 17.5%, of Willbros outstanding Common Stock (based on Willbros outstanding Common Stock as of March 26, 2018 (as represented by the Issuer in its Annual Report for the fiscal year ended December 31, 2017 filed on Form 10-K)).

F2: Primoris exercises voting power in limited situations over the shares of Issuer's Common Stock through the grant of an irrevocable proxy by each of the Stockholders in the Voting Agreements.

F3: Primoris has no pecuniary interest (as defined in Rule 16a-1(a)(2) of the Exchange Act) in any of the shares of Issuer Common Stock subject to the Voting Agreements.