SEC Form 5
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
OMB APPROVAL
OMB Number: 3235-0362
Estimated average burden
hours per response: 1.0
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
Form 3 Holdings Reported.
X
Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
SHAW STEVEN A

(Last) (First) (Middle)
503 13TH AVENUE EAST, #205

(Street)
SEATTLE WA 98102

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Mastech Digital, Inc. [ MHH ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2017
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 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 3(1) 1,094,336(2) D
Common Stock 07/10/2017 P4 25,400(2) A $3.29(2)(3) 1,094,336 D
Common Stock 07/11/2017 P4 14,602 A $3.33(4) 1,094,336 D
Common Stock 07/12/2017 P4 7,922 A $3.37(5) 1,094,336 D
Common Stock 07/14/2017 P4 8,000 A $3.81(6) 1,094,336 D
Common Stock 07/17/2017 P4 5,790 A $3.94(7) 1,094,336 D
Common Stock 07/18/2017 P4 3,400 A $4.29(8) 1,094,336 D
Common Stock 07/19/2017 P4 4,800 A $4.64(9) 1,094,336 D
Common Stock 07/21/2017 P4 2,000 A $4.47(10) 1,094,336 D
Common Stock 07/25/2017 P4 2,400 A $4.57(11) 1,094,336 D
Common Stock 07/26/2017 P4 9,600 A $4.6(12) 1,094,336 D
Common Stock 07/27/2017 P4 4,000 A $4.89(13) 1,094,336 D
Common Stock 07/31/2017 P4 10,200 A $4.71(14) 1,094,336 D
Common Stock 08/01/2017 P4 6,010 A $4.7(15) 1,094,336 D
Common Stock 08/02/2017 P4 3,800 A $4.79(16) 1,094,336 D
Common Stock 08/10/2017 P4 610 A $4.53 1,094,336 D
Common Stock 08/11/2017 P4 800 A $4.53 1,094,336 D
Common Stock 08/18/2017 P4 42 A $4.27 1,094,336 D
Common Stock 08/21/2017 P4 400 A $4.37 1,094,336 D
Common Stock 08/23/2017 P4 2,600 A $4.38(17) 1,094,336 D
Common Stock 08/25/2017 P4 410 A $4.41(18) 1,094,336 D
Common Stock 08/28/2017 P4 1,200 A $4.41 1,094,336 D
Common Stock 08/29/2017 P4 1,200 A $4.44 1,094,336 D
Common Stock 08/30/2017 P4 800 A $4.53 1,094,336 D
Common Stock 09/12/2017 P4 6,000 A $5.14(19) 1,094,336 D
Common Stock 09/13/2017 P4 2,000 A $5.29(20) 1,094,336 D
Common Stock 09/15/2017 P4 2,600 A $5.15(21) 1,094,336 D
Common Stock 09/21/2017 P4 1,332 A $5.43(22) 1,094,336 D
Common Stock 09/25/2017 P4 2,400 A $5.75(23) 1,094,336 D
Common Stock 09/27/2017 P4 600 A $5.88 1,094,336 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)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. On July 13, 2017, the reporting person filed an Amendment No.1 to Schedule 13G reporting ownership of more than 10% of the shares of the Issuer on July 10, 2017. Amendment No. 1 to Schedule 13G reported that the reporting person owned 924,026 shares of the Issuer's common stock, which was 10.3% of the Issuer's outstanding common stock on such date. Of the 924,026 shares, the reporting person directly owned 920,026 shares and indirectly owned 4,000 shares as the trustee of a trust for the benefit of his nephew. The number of shares reported in Amendment No. 1 to Schedule 13G has been adjusted to reflect a two-for-one stock split that was declared by the Issuer's board of directors on July 24, 2018.
2. All reported numbers of shares and prices per share are adjusted to reflect a two-for-one stock split that was declared by the Issuer's board of directors on July 24, 2018.
3. This purchase was executed through multiple trades at prices ranging from $3.13 to $3.31. 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 $3.235 to $3.3595. 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 $3.30 to $3.39995. 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 $3.7225 to $3.8875. 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 $3.8697 to $4.125. 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 $4.2287 to $4.395. 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 $4.6175 to $4.65995. 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 $4.40 to $4.51495. 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. This purchase was executed through multiple trades at prices ranging from $4.54785 to $4.585. 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.
12. This purchase was executed through multiple trades at prices ranging from $4.5495 to $4.62495. 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 $4.8675 to $4.94735. 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 $4.6648 to $4.7387. 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.
15. This purchase was executed through multiple trades at prices ranging from $4.605 to $4.715. 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.
16. This purchase was executed through multiple trades at prices ranging from $4.69 to $4.875. 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.
17. This purchase was executed through multiple trades at prices ranging from $4.3633 to $4.38495. 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.
18. This purchase was executed through multiple trades at prices ranging from $4.37 to $4.415. 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.
19. This purchase was executed through multiple trades at prices ranging from $5.00715 to $5.29815. 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.
20. This purchase was executed through multiple trades at prices ranging from $5.27825 to $5.29895. 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.
21. This purchase was executed through multiple trades at prices ranging from $4.96 to $5.25. 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.
22. This purchase was executed through multiple trades at prices ranging from $5.4052 to $5.5476. 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.
23. This purchase was executed through multiple trades at prices ranging from $5.745 to $5.77145. 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:
1 of 2 Form 5s filed for the Issuer's fiscal year ended December 31, 2017
/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.