Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
LUCKY DONALD C.I.
  2. Issuer Name and Ticker or Trading Symbol
MYR GROUP INC. [MYRG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
12216 ASPEN DRIVE WEST
3. Date of Earliest Transaction (Month/Day/Year)
04/25/2019
(Street)

EDMONTON, A0 T6J 2G2
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 04/25/2019   A   330 (5) A $ 36.34 4,959 D  
Common Stock 04/26/2019   M   2,482 (2) A (2) 7,441 D  
Common Stock 04/28/2019   M   991 (1) A (1) 8,432 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
RESTRICTED STOCK UNIT (3) (4) 04/25/2019   A   2,063     (3)   (3) Common Stock 2,063 $ 0 2,063 D  
RESTRICTED STOCK UNIT (2) 04/26/2019   M     2,482 04/26/2019(2) 04/26/2019(2) Common Stock 2,482 $ 0 0 D  
PHANTOM STOCK (1) 04/28/2019   M     991 04/28/2019(1) 04/28/2019(1) Common Stock 991 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
LUCKY DONALD C.I.
12216 ASPEN DRIVE WEST
EDMONTON, A0 T6J 2G2
       

Signatures

 /s/ William F. Fry as Attorney-in-Fact for Donald C.I. Lucky   04/29/2019
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) These Phantom Stock Units, which were awarded on April 28, 2016 pursuant to the Issuer's 2007 Long-Term Incentive Plan (as amended), vested ratably over three years and were settled in shares of the Issuer's common stock on a one-for-one basis.
(2) These Restricted Stock Units, which were awarded on April 26, 2018, pursuant to the Issuer's 2017 Long-Term Incentive Plan, vested on April 26, 2019 and were settled in shares of the Issuer's common stock on a one-for-one basis.
(3) Each Restricted Stock Unit, awarded pursuant to the Issuer's 2017 Long-Term Incentive Plan, represents a contingent right to receive one share of the Issuer's common stock. Restricted Stock Units will be converted into 2,063 shares of Issuer's common stock on April 25, 2020.
(4) The closing stock price of MYR Group stock was $36.34 on April 25, 2019.
(5) Shares represent common stock the reporting person elected to receive in lieu of cash for a portion of the retainer fee payable for service on the Issuer's Board of Directors.
 
Remarks:
Exhibit List: Exhibit 24 - Power of Attorney

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