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 ^*
GOLDMAN SACHS GROUP INC

(Last) | (First) | (Middle)
85 BROAD ST

(Street)
NEW YORK | NY | 10004

(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 | X | 10% Owner
| Officer (give title below) | | Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/18/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)
09/22/2008

6. Individual or Joint/Group Filing (Check Applicable Line)
| Form filed by One Reporting Person
X | 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 | 09/18/2008 | | S | | 900 | D | $14 | 2,735,746 | I | See footnotes ^(1)(2) | | |
Common Stock | 09/18/2008 | | S | | 18,900 | D | $13.9 | 2,716,846 | I | See footnotes ^(1)(2) | | |
Common Stock | 09/19/2008 | | S | | 20,000 | D | $14 | 2,696,846 | I | See footnotes ^(1)(2) | | |
Common Stock | 09/19/2008 | | S | | 13,000 | D | $13.9 | 2,683,846 | I | See footnotes ^(1)(2) | | |

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 | | | | | | | |

1. Name and Address of Reporting Person^*
GOLDMAN SACHS GROUP INC

(Last) | (First) | (Middle)
85 BROAD ST

(Street)
NEW YORK | NY | 10004

(City) | (State) | (Zip)

1. Name and Address of Reporting Person^*
GOLDMAN SACHS & CO

(Last) | (First) | (Middle)
85 BROAD STREET

(Street)
NEW YORK | NY | 10004

(City) | (State) | (Zip)

Explanation of Responses:
1. This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group") and Goldman, Sachs & Co. ("Goldman Sachs", and together with GS Group, the "Reporting Persons"). The securities reported herein as indirectly sold were beneficially owned directly by Goldman Sachs. Without admitting any legal obligation, Goldman Sachs will remit appropriate profits, if any, to MYR Group Inc. (the "Company"). Goldman Sachs is a wholly-owned subsidiary of GS Group.
2. Goldman Sachs beneficially owns directly and GS Group may be deemed to beneficially own indirectly 2,683,846 shares of the Company's common stock, par value $0.01 per share. Each of Goldman Sachs and GS Group disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.
| /s/ Yvette Kosic, Attorney-in-fact | 09/24/2008
| /s/ Yvette Kosic, Attorney-in-fact | 09/24/2008
| ** 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 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.