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 *
Wheelock Charles E.
  2. Issuer Name and Ticker or Trading Symbol
Williams Industrial Services Group Inc. [WLMS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP, Administration, GC and Sec
(Last)
(First)
(Middle)
C/O WILLIAMS INDUSTRIAL SRVS GRP INC., 100 CRESCENT CENTRE PKWY STE 1240
3. Date of Earliest Transaction (Month/Day/Year)
03/31/2019
(Street)

TUCKER, GA 30084
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, $0.01 par value per share 03/31/2019   F(1)   4,612 D $ 2.38 40,971 (3) 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
Performance-Based Restricted Stock Units (2) 06/20/2018   A   30,333     (2)   (2) Common Stock 30,333 $ 0 30,333 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Wheelock Charles E.
C/O WILLIAMS INDUSTRIAL SRVS GRP INC.
100 CRESCENT CENTRE PKWY STE 1240
TUCKER, GA 30084
      VP, Administration, GC and Sec  

Signatures

 /s/ Charles E. Wheelock   04/02/2019
**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) Reflects withholding of shares by the issuer to offset the tax liability resulting from the vesting on March 31, 2019 with respect to 14,214 time-based restricted stock units previously reported. Because the vesting date occurred on a market holiday, the number of shares withheld is based upon the closing price of the issuer's common stock on March 29, 2019, the most recent prior market day.
(2) Each performance-based restricted stock unit ("PRSU") represents a contingent right to receive one share of the Company's common stock. The applicable performance goal will be satisfied if the Company's common stock achieves a per share market price of $5.00 or greater for any period of 30 consecutive trading days prior to June 30, 2021 (the "2018 performance goal"). The PRSUs generally vest in three equal installments on March 31 of each of 2019, 2020 and 2021, respectively, provided that the 2018 performance goal has been met by such date (and, if not, through the date the 2018 performance goal is subsequently achieved), and are subject to continued employment through the vesting date. If the Company has not achieved the performance goal by June 30, 2021, all unvested PRSUs will be forfeited.
(3) Amount shown also reflects sale of 2,518 shares of common stock by the reporting person, which occurred prior to becoming subject to Section 16 reporting obligations.
 
Remarks:
Effective June 29, 2018, the Company changed its legal name from ''Global Power Equipment Group Inc.'' to ''Williams Industrial Services Group Inc.'' and its trading symbol from ''GLPW'' to ''WLMS.''

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