UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
Report (Date of earliest event reported): May 13, 2009
ORION
MARINE GROUP, INC.
(Exact
name of Registrant as specified in its charter)
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Delaware
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333-145588
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26-0097459
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification Number)
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12550
Fuqua St.
Houston,
Texas 77034
(Address
of principal executive offices)
(713)
852-6500
(Registrant’s
telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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TABLE
OF CONTENTS
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| Item 8.01 | Other Events |
Item 8.01 Other
Events
On May
12, 2009, J. Michael Pearson, President and Chief Executive Officer of the
Company, and Mark R. Stauffer, Executive Vice President and Chief Financial
Officer of the Company, each entered into individual written sales plans
pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, (each, a
"Rule 10b5-1 Plan"). Each Rule 10b5-1 Plan, which provides for the
commencement of sales of Company common stock and the exercise of options held
by each such executive on June 12, 2009, was executed during an “open window”
trading period under the Company’s Insider Trading Policy, following the
issuance of its earnings release for the first quarter of 2009, and the 10b-5-1
Plans were, in accordance with such Policy, approved by the Company’s Board of
Directors.
.
The
Executive’s entry into and the terms and conditions of each Rule 10b5-1 Plan are
in accordance with applicable policies of the Company and guidelines specified
by Rule 10b5-1 issued under the Securities Exchange Act of
1934.
The
purpose of the Rule 10b5-1 Plans is to provide Messrs. Pearson and Stauffer with
the ability to sell vested shares of the Company's common stock, and to exercise
options and sell the underlying common stock in a pre-determined manner
specified in the respective Plans, which include the sale of specified
shares amounts at specific times and market prices, subject to specified
limitations.
Mr. Pearson's Rule 10b5-1
Plan provdes for the sale of up to 38,416 shares of the Company's common stock,
and for the exercise of up to 179,373 common stock options and the
sale of the common stock acquired through the exercise of such options.
The Plan expires on December 19, 2009.
Mr. Stauffer's Rule 10b5-1
Plan provides for the sale of up to 60,000 shares of the Company's common stock,
and for the exercise of up to 33,633 common stock options and the sale of the
common stock acquired through the exercise of such options. The Plan
expires on December 12, 2009.
Transactions
under the Rule 10b5-1 Plans will be reported to the Securities and Exchange
Commission through Form 4 and Form 144 filings in accordance with applicable
securities laws, rules and regulations.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| Orion Marine Group, Inc. | |||
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Date:
May 18, 2009
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By:
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/s/ Mark R. Stauffer | |
| Name: Mark R. Stauffer | |||
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Title:
Executive Vice President and
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| Chief Financial Officer | |||