| FORM 5 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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). | ||||||||||||||||
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Form 3 Holdings Reported. | ||||||||||||||||
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Form 4 Transactions Reported. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Mastech Digital, Inc. [ MHH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 12/31/2018 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
| Amount | (A) or (D) | Price | |||||||||||||
| Common Stock | 05/14/2018 | P4 | 3,600(1) | A | $7.97(1)(2) | 1,174,953(1) | D | ||||||||
| Common Stock | 05/22/2018 | P4 | 200 | A | $8.63 | 1,174,953 | D | ||||||||
| Common Stock | 05/29/2018 | P4 | 200 | A | $8 | 1,174,953 | D | ||||||||
| Common Stock | 06/11/2018 | P4 | 4,000 | A | $7.82(3) | 1,174,953 | D | ||||||||
| Common Stock | 06/12/2018 | P4 | 750 | A | $7.73 | 1,174,953 | D | ||||||||
| Common Stock | 06/27/2018 | P4 | 800 | A | $7.94 | 1,174,953 | D | ||||||||
| Common Stock | 06/28/2018 | P4 | 1,000 | A | $7.94 | 1,174,953 | D | ||||||||
| Common Stock | 06/29/2018 | P4 | 5,050 | A | $7.91(4) | 1,174,953 | D | ||||||||
| Common Stock | 07/03/2018 | P4 | 6,000 | A | $7.88(5) | 1,174,953 | D | ||||||||
| Common Stock | 07/11/2018 | P4 | 1,600 | A | $8.61(6) | 1,174,953 | D | ||||||||
| Common Stock | 07/13/2018 | P4 | 400 | A | $8.2 | 1,174,953 | D | ||||||||
| Common Stock | 07/19/2018 | P4 | 466 | A | $8.33(7) | 1,174,953 | D | ||||||||
| Common Stock | 08/06/2018 | P4 | 56 | A | $10.5 | 1,174,953 | D | ||||||||
| Common Stock | 08/07/2018 | P4 | 1,900 | A | $10.71(8) | 1,174,953 | D | ||||||||
| Common Stock | 08/08/2018 | P4 | 100 | A | $10.73(9) | 1,174,953 | D | ||||||||
| Common Stock | 08/10/2018 | P4 | 1,494 | A | $9.81(10) | 1,174,953 | D | ||||||||
| Common Stock | 08/13/2018 | P4 | 1,000 | A | $10.2 | 1,174,953 | D | ||||||||
| Common Stock | 08/14/2018 | P4 | 600 | D | $9.72(11) | 1,174,953 | D | ||||||||
| Common Stock | 08/17/2018 | P4 | 1,762 | A | $10.26(12) | 1,174,953 | D | ||||||||
| Common Stock | 08/21/2018 | P4 | 662 | A | $9.75 | 1,174,953 | D | ||||||||
| Common Stock | 08/24/2018 | P4 | 1,600 | A | $10.15(13) | 1,174,953 | D | ||||||||
| Common Stock | 08/29/2018 | P4 | 1,000 | A | $10.6 | 1,174,953 | D | ||||||||
| Common Stock | 08/30/2018 | P4 | 100 | A | $10.8 | 1,174,953 | D | ||||||||
| Common Stock | 09/04/2018 | P4 | 1,000 | A | $10.78 | 1,174,953 | D | ||||||||
| Common Stock | 09/13/2018 | P4 | 2,500 | A | $9.73(14) | 1,174,953 | D | ||||||||
| Common Stock | 10/02/2018 | P4 | 500 | A | $8.84 | 1,174,953 | D | ||||||||
| Common Stock | 10/03/2018 | P4 | 500 | A | $8.52 | 1,174,953 | D | ||||||||
| Common Stock | 10/05/2018 | P4 | 100 | A | $8.31 | 1,174,953 | D | ||||||||
| Common Stock | 10/16/2018 | P4 | 200 | A | $7.07 | 1,174,953 | D | ||||||||
| Common Stock | 10/17/2018 | P4 | 300 | A | $7.07 | 1,174,953 | D | ||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | ||||||||||||||
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| 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) | |||
| (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
| Explanation of Responses: |
| 1. Reported numbers of shares and prices per share are adjusted for all trades made on or before August 24, 2018 to reflect a two-for-one stock split that was declared by the Issuer's board of directors on July 24, 2018. |
| 2. This purchase was executed through multiple trades at prices ranging from $7.96 to $7.98685. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 5. |
| 3. This purchase was executed through multiple trades at prices ranging from $7.8124 to $7.825. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 5. |
| 4. This purchase was executed through multiple trades at prices ranging from $7.855 to $7.945. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 5. |
| 5. This purchase was executed through multiple trades at prices ranging from $7.86665 to $7.88085. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 5. |
| 6. This purchase was executed through multiple trades at prices ranging from $8.6137 to $8.61375. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 5. |
| 7. This purchase was executed through multiple trades at prices ranging from $8.25 to $8.43105. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 5. |
| 8. This purchase was executed through multiple trades at prices ranging from $10.575 to $10.805. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 5. |
| 9. This purchase was executed through multiple trades at prices ranging from $10.72 to $10.755. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 5. |
| 10. This purchase was executed through multiple trades at prices ranging from $9.625 to $9.89715. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 5. |
| 11. Sale gave rise to short-swing trading profit of $2,581.16 in relation to purchases by the reporting person on February 20, 2018. Reporting person has tendered payment to the Issuer in that amount. |
| 12. This purchase was executed through multiple trades at prices ranging from $10.10 to $10.3195. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 5. |
| 13. This purchase was executed through multiple trades at prices ranging from $10.04005 to $10.24995. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 5. |
| 14. This purchase was executed through multiple trades at prices ranging from $9.71 to $9.81. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 5. |
| Remarks: |
| 2 of 3 Form 5s filed for the Issuer's fiscal year ended December 31, 2018 |
| /s/ Steven A. Shaw | 09/04/2020 | |
| ** 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. | ||