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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Stern Brian K.
2. Date of Event Requiring Statement (Month/Day/Year)
03/01/2024
3. Issuer Name and Ticker or Trading Symbol
MYR GROUP INC. [MYRG]
(Last)
(First)
(Middle)
MYR GROUP INC., 12121 GRANT STREET SUITE 610
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP and COO T&D
5. If Amendment, Date Original Filed (Month/Day/Year)
(Street)

THORNTON, CO 80241
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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 1,284
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: 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
RESTRICTED STOCK UNIT   (1)   (1) Common Stock 251 $ (1) D  
RESTRICTED STOCK UNIT   (2)   (2) Common Stock 403 $ (2) D  
RESTRICTED STOCK UNIT   (3)   (3) Common Stock 858 $ (3) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Stern Brian K.
MYR GROUP INC.
12121 GRANT STREET SUITE 610
THORNTON, CO 80241
      SVP and COO T&D  

Signatures

/s/ William F. Fry as Attorney-in-Fact for Brian K. Stern 03/05/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Each Restricted Stock Unit, awarded pursuant to the Issuer's 2017 Long-Term Incentive Plan, represents a contingent right to receive one share of the Issuer's common stock. The Restricted Stock Units are scheduled to vest on March 23, 2024.
(2) Each Restricted Stock Unit, awarded pursuant to the Issuer's 2017 Long-Term Incentive Plan, represents a contingent right to receive one share of the Issuer's common stock. The Restricted Stock Units are scheduled to vest in two equal installments on March 23, 2024 and March 23, 2025.
(3) Each Restricted Stock Unit, awarded pursuant to the Issuer's 2017 Long-Term Incentive Plan, represents a contingent right to receive one share of the Issuer's common stock. The Restricted Stock Units are scheduled to vest in three equal installments on March 23, 2024, March 23, 2025 and March 23, 2026.
 
Remarks:
Exhibit List: Exhibit 24 - Power of Attorney.

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