FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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
                      

1. Name and Address of Reporting Person *

HANSON WILLIAM H
2. Date of Event Requiring Statement (MM/DD/YYYY)
3/12/2020 

3. Issuer Name and Ticker or Trading Symbol

Great Lakes Dredge & Dock CORP [GLDD]
(Last)        (First)        (Middle)

C/O GREAT LAKES DREDGE & DOCK CORP, 2122 YORK ROAD, 2ND FLOOR
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                          _____ 10% Owner
___X___ Officer (give title below)        _____ Other (specify below)
SVP, Gov't Relations & Bus Dev /
(Street)

OAK BROOK, IL 60523      

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed(MM/DD/YYYY)
 

6. Individual or Joint/Group Filing(Check Applicable Line)

_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 38197 (1)D  
Common Stock 2630 I Common Stock owned by the wife of Mr. Hanson 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Employee Stock Option (right to buy)  (2)5/27/2020 Common Stock 2461 $5.70 D  
Employee Stock Option (right to buy)  (3)6/27/2021 Common Stock 2631 $5.33 D  
Employee Stock Option (right to buy)  (4)6/6/2022 Common Stock 1890 $6.45 D  
Employee Stock Option (right to buy)  (5)5/7/2023 Common Stock 1945 $7.56 D  
Employee Stock Option (right to buy)  (6)5/9/2024 Common Stock 2145 $7.62 D  

Explanation of Responses:
(1) Of these shares, 12,589 are represented by restricted stock units (1,910 shares vest on March 8, 2021; 3,894 shares vest in two equal annual installments beginning on March 13, 2021; and 6,785 shares vest in three equal annual installments beginning on March 12, 2021). In addition, 5,730 of these shares are represented by performance-based restricted stock units. The performance conditions were satisfied and the shares vest on December 31, 2020, subject to the executive's continued employment.
(2) One-third of the options became exercisable on 05/27/2011, one-third became exercisable on 05/27/2012 and one-third became exercisable on 05/27/2013.
(3) One-third of the options became exercisable on 06/27/2012, one-third became exercisable on 06/27/2013 and one-third became exercisable on 06/27/2014.
(4) One-third of the options became exercisable on 06/06/2013, one-third became exercisable on 06/06/2014 and one-third became exercisable on 06/06/2015.
(5) One-third of the options became exercisable on 05/07/2014, one-third became exercisable on 05/07/2015 and one-third became exercisable on 05/07/2016.
(6) One-third of the options became exercisable on 05/09/2015, one-third became exercisable on 05/09/2016 and one-third became exercisable on 05/09/2017.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
HANSON WILLIAM H
C/O GREAT LAKES DREDGE & DOCK CORP
2122 YORK ROAD, 2ND FLOOR
OAK BROOK, IL 60523


SVP, Gov't Relations & Bus Dev

Signatures
/s/Kathleen M. LaVoy, by Power of Attorney4/2/2020
**Signature of Reporting PersonDate

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