FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Wheelock Charles E.
2. Issuer Name and Ticker or Trading Symbol

Williams Industrial Services Group Inc. [ WLMS ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
SVP, Chief Admin Off, GC, Sec
(Last)          (First)          (Middle)

C/O WILLIAMS INDUSTRIAL SRVS GRP INC., 200 ASHFORD CENTER NORTH STE 425
3. Date of Earliest Transaction (MM/DD/YYYY)

12/31/2022
(Street)

ATLANTA, GA 30338
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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, $0.01 par value per share 12/31/2022  M(4)  30333 A (4)134145 D  
Common Stock, $0.01 par value per share 12/31/2022  F(5)  9130 D$1.02 125015 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance-Based Restricted Stock Units  (4)12/31/2022  M     30333   (4) (4)Common Stock 30333 $0 0 D  
Restricted Stock Units  (1)           (1) (1)Common Stock 14327  14327 D  
Restricted Stock Units  (2)           (2) (2)Common Stock 22759  22759 D  
Restricted Stock Units  (3)           (3) (3)Common Stock 27466  27466 D  

Explanation of Responses:
(1) On March 31, 2020, the reporting person was granted 42,979 time-based restricted stock units ("RSUs"), each of which represents a contingent right to receive one share of the issuer's common stock and which vest in three equal installments on March 31 of each of 2021, 2022 and 2023, subject to continued employment through the vesting date. The RSUs may be settled in shares of the issuer's common stock or cash (at the election of the issuer).
(2) On March 31, 2021, the reporting person was granted 22,759 time-based RSUs, each of which represents a contingent right to receive one share of the issuer's common stock and which vest in full on March 31, 2024, subject to continued employment through the vesting date. The RSUs may be settled in shares of the issuer's common stock or cash (at the election of the issuer).
(3) On March 31, 2022, the reporting person was granted 27,466 time-based RSUs, each of which represents a contingent right to receive one share of the issuer's common stock and which vest in three equal installments on March 31 of each of 2023, 2024 and 2025, subject to continued employment through the vesting date. The RSUs may be settled in shares of the issuer's common stock or cash (at the election of the issuer).
(4) Each performance-based restricted stock unit ("PRSU") represents a contingent right to receive one share of the issuer's common stock. The applicable performance goal was met and the PRSUs vested on December 31, 2022.
(5) Reflects withholding of shares by the issuer to offset the tax liability resulting from the vesting of PRSUs on December 31, 2022.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Wheelock Charles E.
C/O WILLIAMS INDUSTRIAL SRVS GRP INC.
200 ASHFORD CENTER NORTH STE 425
ATLANTA, GA 30338


SVP, Chief Admin Off, GC, Sec

Signatures
/s/ Charles E. Wheelock1/4/2023
**Signature of Reporting PersonDate


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 control number.
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