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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL	

OMB Number:	
3235-0104	

Estimated average burden	

hours per response:	
0.5	

	

	
1. Name and Address of Reporting Person *
Green William H.	

(Last)	
(First)	
(Middle)	

MYR GROUP INC., THREE CONTINENTAL TOWERS	

1701 WEST GOLF ROAD, SUITE 1012	

(Street)
ROLLING MEADOWS	
IL	
60008-4007	

(City)	
(State)	
(Zip)	

	2. Date of Event Requiring Statement (Month/Day/Year)
08/11/2008	3. Issuer Name and Ticker or Trading Symbol
MYR GROUP INC [ N/A ]	 	
 	 	4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
 	
Director	
 	
10% Owner	

X	
Officer (give title below)	
 	
Other (specify below)	

Senior VP and COO	

	5. 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 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	32,236	D	 	
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)	 	
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)	3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)	 	
 	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	 	 	 	 	
Non-Qualified Stock Option	12/20/2008	12/20/2017	Common Stock	8,000	13(1)	D	 	 	
Non-Qualified Stock Option	12/20/2009	12/20/2017	Common Stock	8,000	13(1)	D	 	 	
Non-Qualified Stock Option	12/20/2010	12/20/2017	Common Stock	8,000	13(1)	D	 	 	
Non-Qualified Stock Option	12/20/2011	12/20/2017	Common Stock	8,000	13(1)	D	 	 	
Non-Qualified Stock Option	12/20/2007	06/02/2016	Common Stock	52,301	3.65	D	 	 	
Explanation of Responses:	
1. These separate option lines relate to a single option grant.	
Remarks:	
 	
 	/s/ Gerald B. Engen, Jr. as Attorney-in-Fact for William H. Green	08/11/2008	
 	** 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 5 (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

Know all by these presents, that the undersigned hereby constitutes and appoints
each of William A. Koertner and Gerald B. Engen, Jr. the undersigned's true and
lawful attorney-in-fact to:

(1) 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 and 4 in
accordance with Section 16(a) of the Securities Exchange Act of 1934 and the
rules thereunder;

(2) 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 and 4,
complete and execute any amendment or amendments thereto, and file such form
with the United States Securities and Exchange Commission and any stock exchange
or similar authority; and

(3) 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 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 attorney-in-fact, in
serving in such capacity at the request of the undersigned, is not assuming, nor
is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3 and 4 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 attorney-in-fact.

[Signature page follows]

--------------------------------------------------------------------------------

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 22nd day of July, 2008.

By:        /s/ William H. Green
Name:   William H. Green