Statement of Changes in Beneficial Ownership (4)
July 14 2017 - 5:36PM
Edgar (US Regulatory)
FORM 4
[
X
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
INFRASTRUX HOLDINGS, LLC
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2. Issuer Name
and
Ticker or Trading Symbol
Willbros Group, Inc.NEW
[
WG
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O TENASKA CAPITAL MANAGEMENT, LLC, 14302 FNB PARKWAY
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/12/2017
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(Street)
OMAHA, NE 68154
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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7/12/2017
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J
(1)
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8083235
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D
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$0.00
(1)
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60730
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D
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Common Stock
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7/12/2017
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J
(1)
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394176
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A
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$0.00
(1)
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394176
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I
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By Tenaska Power Fund, L.P.
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Common Stock
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7/12/2017
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J
(1)
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13063
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A
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$0.00
(1)
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13063
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I
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By Tenaska PF G, LLC
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(1)
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The shares were disposed of, or acquired, as applicable, pursuant to a distribution-in-kind to the partners of Tenaska Power Fund, L.P. ("TPF"), with TPF retaining ownership of shares for which the distribution was declined. TPF is the sole owner of TPF InfrastruX Holdings, LLC ("TPF Holdings") and the manager of InfrastruX Holdings, LLC ("IF Holdings"). TPF Holdings is the majority owner of IF Holdings. Tenaska PF G, LLC is a general partner of TPF. IF Holdings is the owner of the shares reported as disposed of herein. All other reporting persons disclaim beneficial ownership of shares reported hereby, except to the extent of any pecuniary interest therein.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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INFRASTRUX HOLDINGS, LLC
C/O TENASKA CAPITAL MANAGEMENT, LLC
14302 FNB PARKWAY
OMAHA, NE 68154
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X
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TENASKA POWER FUND, LP
C/O TENASKA CAPITAL MANAGEMENT, LLC
1044 N 115TH STREET, SUITE 400
OMAHA, NE 68154
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X
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TENASKA PF G, LLC
C/O TENASKA CAPITAL MANAGEMENT, LLC
1044 N 115TH STREET, SUITE 400
OMAHA, NE 68154
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X
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TPF INFRASTRUX HOLDINGS, LLC
C/O TENASKA CAPITAL MANAGEMENT, LLC
1044 N 115TH STREET, SUITE 400
OMAHA, NE 68154
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X
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Signatures
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David Dickey, Vice President & General Counsel, Tenaska PF G, LLC, General Partner of Tenaska Power Fund, L.P., Manager of INFRASTRUX HOLDINGS, LLC
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7/14/2017
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**
Signature of Reporting Person
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Date
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David Dickey, Vice President & General Counsel, Tenaska PF G, LLC, General Partner of Tenaska Power Fund, L.P., Manager of TPF INFRASTRUX HOLDINGS, LLC
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7/14/2017
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**
Signature of Reporting Person
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Date
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David Dickey, Vice President & General Counsel, Tenaska PF G, LLC, General Partner of Tenaska Power Fund, L.P.
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7/14/2017
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**
Signature of Reporting Person
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Date
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David Dickey, Vice President & General Counsel, Tenaska PF G, LLC
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7/14/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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