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SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Johnson Betty R.
(Last) (First) (Middle)
MYR GROUP INC.
1701 GOLF ROAD SUITE 3-1012
(Street)
ROLLING MEADOWS IL 60008
(City) (State) (Zip)
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
X Officer (give title below) Other (specify below)
Senior VP, CFO and Treasurer
3. Date of Earliest Transaction (Month/Day/Year)
03/22/2019
4. If Amendment, Date of 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
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 03/23/2019 M 2,035(1) A $0(1) 40,216 D
Common Stock 03/23/2019 F 596(2) D $33.67 39,620 D
Common Stock 03/23/2019 F 419(2) D $33.67 39,201 D
Common Stock 03/24/2019 F 637(2) D $33.67 38,564 D
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 Securities Underlying Derivative Security (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: 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) 03/22/2019 A 6,534 (3) (3) Common Stock 6,534 $0 6,534 D
RESTRICTED STOCK UNIT (1) 03/23/2019 M 2,035 03/23/2019(1) 03/23/2019(1) Common Stock 2,035 $0 4,069 D
Explanation of Responses:
1. These Restricted Stock Units, which were awarded on March 23, 2018 pursuant to the issuer's 2017 Long-Term Incentive Plan, vest ratably over three years and were settled in common stock on a one-for-one basis.
2. Represents shares of common stock withheld to satisfy tax withholding obligations in connection with the vesting of restricted stock granted pursuant to the MYR Group Inc. 2007 Long-Term Incentive Plan, as amended and restricted stock units pursuant to the MYR Group Inc. 2017 Long-Term Incentive Plan.
3. Each Restricted Stock Unit, awarded pursuant to Issuer's 2017 Long-Term Incentive Plan, represents a contingent right to receive one share of the Issuer's common stock. Units of restricted stock will be converted into 2,178 shares of Issuer's common stock on March 22, 2020, 2021 and 2022.
4. The closing stock price of MYR Group stock was $33.67 on March 22, 2019.
Remarks:
/s/ William F. Fry as Attorney-in-Fact for Betty R. Johnson 03/26/2019
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
      POWER OF ATTORNEY                                                    Exhibit 24

KNOW ALL BY THESE PRESENTS, that the undersigned does hereby constitute and
appoint each of Richard S. Swartz, Betty R. Johnson and William F. Fry, signing
singly, the undersigned's true and lawful attorneys-in-fact to:

(1)	prepare, execute in the undersigned's name and on the undersigned's behalf,
and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID,
including amendments thereto, and any other documents necessary or appropriate
to obtain codes and passwords enabling the undersigned to make electronic
filings with the SEC of reports required by Section 16(a) of the Securities
Exchange Act of 1934 (the "Exchange Act") or any rule or regulation of the SEC;

(2)	execute for and on behalf of the undersigned, in the undersigned's capacity
as an executive officer of MYR Group Inc. (the "Company"), Forms 3, 4 and 5 in
accordance with Section 16(a) of the Exchange Act and the rules thereunder;

(3)	do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Forms 3, 4 and 5,
complete and execute any amendment or amendments thereto, and file such form
with the SEC and any stock exchange or similar authority; and

(4)	take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file reports required by Section 16(a) with
respect to the undersigned's holdings of and transactions in securities issued
by the Company, unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of the 28th day of February, 2019.


/s/ Betty R. Johnson
-----------------------------
Name: Betty R. Johnson