SC 13D/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

 

 

PRIMORIS SERVICES CORPORATION

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

74164F103

(CUSIP Number)

Brian Pratt

5950 Berkshire Ln

Dallas, Texas 75225

Tel: (214) 220-3423

With a Copy to:

Andrew Rosell

Winstead PC

300 Throckmorton Street

Suite 1700

Fort Worth, Texas 76102

Tel: (817) 420-8200

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 10, 2019

(Date of Event Which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

 

 

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

 

 

 

 

 


CUSIP No. 74164F103

 

  1    

  NAME OF REPORTING PERSONS

 

  Brian Pratt

  2    

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

 

  3    

  SEC USE ONLY

 

  4    

  SOURCE OF FUNDS

 

  OO, PF

  5    

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

 

  ☐

  6    

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  UNITED STATES OF AMERICA

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

    7     

  SOLE VOTING POWER

 

  2,681,352 (1)

  8     

  SHARED VOTING POWER

 

  97,810 (2)

  9     

  SOLE DISPOSITIVE POWER

 

  2,681,352 (1)

  10     

  SHARED DISPOSITIVE POWER

 

  97,810 (2)

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  2,779,162 (3)

12    

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

  ☐

13    

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  5.7% (4)

14    

  TYPE OF REPORTING PERSON

 

  IN

 

(1)

Represents those shares of common stock, par value $0.0001 per share (“Common Stock”), of Primoris Services Corporation, a Delaware corporation (the “Company”), beneficially owned as of December 16, 2019 by Brian Pratt and over which he has sole voting and investment power, which includes 241,400 shares held in a retained annuity trust, of which Brian Pratt is the trustee.

(2)

Represents 97,810 shares of Common Stock that are beneficially owned as of December 16, 2019 by Brian Pratt’s spouse, Barbara Pratt. Barbara Pratt and Brian Pratt share voting and dispositive power with respect to such shares.

(3)

Represents those shares of Common Stock held in the name of Brian Pratt and Barbara Pratt, Brian Pratt’s spouse, as of December 16, 2019.

(4)

Based on 48,665,138 shares of Common Stock outstanding, calculated as follows: (a) 50,982,098 shares of Common Stock outstanding as of November 4, 2019, as reported in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 4, 2019, less (b) 2,316,960 shares of Common Stock sold by Brian Pratt to the Company, as reported in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 12, 2019.

 

2


CUSIP No. 74164F103

 

  1    

  NAME OF REPORTING PERSONS

 

  Barbara Pratt

  2    

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

 

  3    

  SEC USE ONLY

 

  4    

  SOURCE OF FUNDS

 

  OO, PF

  5    

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

 

  ☐

  6    

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  UNITED STATES OF AMERICA

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

    7     

  SOLE VOTING POWER

 

  0

  8     

  SHARED VOTING POWER

 

  97,810 (1)

  9     

  SOLE DISPOSITIVE POWER

 

  0

  10     

  SHARED DISPOSITIVE POWER

 

  97,810 (1)

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  97,810 (1)

12    

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

  ☐

13    

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  0.2% (2)

14    

  TYPE OF REPORTING PERSON

 

  IN

 

(1)

Represents those shares of Common Stock held directly by Barbara Pratt and indirectly by Brian Pratt as the spouse of Barbara Pratt as of December 16, 2019. Barbara Pratt and Brian Pratt share voting and dispositive power with respect to such shares.

(2)

Based on 48,665,138 shares of Common Stock outstanding, calculated as follows: (a) 50,982,098 shares of Common Stock outstanding as of November 4, 2019, as reported in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 4, 2019, less (b) 2,316,960 shares of Common Stock sold by Brian Pratt to the Company, as reported in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 12, 2019.

 

3


Item 1.

Security and Issuer.

This Amendment No. 4 (“Amendment No. 4”) to the Schedule 13D filed on August 11, 2008 (the “Statement”) relates to shares of common stock, par value $0.0001 per share (“Common Stock”), of Primoris Services Corporation, a Delaware corporation (the “Company”). The principal executive offices of the Company are located at 2300 N. Field Street, Suite 1900, Dallas, Texas 75201.

 

Item 2.

Identity and Background.

(a)-(c) and (f).

This Amendment No. 4 is filed by:

(1) Brian Pratt with respect to the Common Stock beneficially owned by him and the Common Stock held solely in the name of his wife, Barbara Pratt, over which he has beneficial ownership. The principal business address of Brian Pratt is 5950 Berkshire Ln, Dallas, Texas 75225. The principal occupation of Brian Pratt is a Director on the Board of Directors of the Company. Brian Pratt is a U.S. citizen; and

(2) Barbara Pratt with respect to the Common Stock directly and beneficially owned by her in her name. The principal business address of Barbara Pratt is 5950 Berkshire Ln, Dallas, Texas 75225. The principal occupation of Barbara Pratt is as a private investor. Barbara Pratt is a U.S. citizen.

Each of the foregoing is a “Reporting Person” and collectively are the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described and defined in Item 6 below. Accordingly, the Reporting Persons are hereby jointly filing this Amendment No. 4.

(d) No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) No Reporting Person has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining further violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Item 3.

Source and Amount of Funds or Other Consideration.

On July 31, 2008, Primoris Corporation, a Nevada corporation (“Former Primoris”), merged with and into the Company (the “Merger”) pursuant to the terms of that certain Agreement and Plan of Merger (the “Merger Agreement”), dated February 19, 2008 and as amended on May 15, 2008, by and among the Company, Former Primoris and certain stockholders of Former Primoris. Under the terms of the Merger Agreement, at the closing of the Merger, each share of Former Primoris common stock held by each Former Primoris stockholder was converted into 5,400 shares of Common Stock of the Company. Each of the Reporting Persons was a Former Primoris stockholder prior to the closing of the Merger. As a result, at the closing of the Merger, Brian Pratt acquired 14,072,400 shares of Common Stock and Barbara Pratt acquired 81,000 shares of Common Stock in consideration of the conversion of their shares of common stock of Former Primoris. Neither of the Reporting Persons beneficially owned any shares of Common Stock of the Company prior to the closing of the Merger.

In addition, under the terms of the Merger Agreement, the Former Primoris stockholders received the right to receive an aggregate of 5,000,000 additional shares of Common Stock if the Company achieved certain EBITDA milestones for the fiscal years ended December 31, 2008 and 2009. The Company achieved both EBITDA milestones and, as a result, each of the Reporting Persons received additional shares of Common Stock. On March 24, 2009, Brian Pratt received 1,460,108 shares of Common Stock and Barbara Pratt received 8,405 shares of Common Stock in connection with the achievement of the 2008 EBITDA milestone. On March 29, 2010, Brian Pratt received 1,460,108 shares of Common Stock and Barbara Pratt received 8,405 shares of Common Stock in connection with the achievement of the 2009 EBITDA milestone.

On March 19, 2009, Brian Pratt acquired 200,000 shares of Common Stock through his broker in open market purchases. Brian Pratt purchased these shares of Common Stock using his own personal funds, for an aggregate purchase

 

4


price of approximately $764,005, including brokerage commissions.

On June 24, 2010, Brian Pratt gifted an aggregate of 260,000 shares of Common Stock to his children.

On August 12 and 13, 2010, Brian Pratt acquired an aggregate of 16,716 shares of Common Stock through his broker in open market purchases. Brian Pratt purchased these shares of Common Stock using his own personal funds, for an aggregate purchase price of approximately $102,998, including brokerage commissions.

On March 10, 2011, Brian Pratt acquired 6,118 shares of Common Stock as part of the Company’s Long-Term Retention Plan (the “Plan”). The Plan provides management employees the opportunity to purchase Company Common Stock with a defined portion of their annual incentive compensation at a discount to the market price. For 2011, purchases were made at a 25% reduction to the average closing price during January 2011. Brian Pratt purchased these shares for an aggregate purchase price of approximately $41,664. Brian Pratt agreed not to sell these shares prior to October 25, 2011.

On March 15, 2012, Brian Pratt acquired 4,508 shares of Common Stock as part of the Plan. For 2012, purchases were made at a 25% reduction to the average closing price during December 2011. Brian Pratt purchased these shares for an aggregate purchase price of approximately $49,994. Brian Pratt agreed not to sell these shares prior to September 23, 2012.

On March 13, 2013, Brian Pratt acquired 6,050 shares of Common Stock as part of the Plan. For 2013, purchases were made at a 25% reduction to the average closing price during December 2012. Brian Pratt purchased these shares for an aggregate purchase price of approximately $66,671. Brian Pratt agreed not to sell these shares prior to September 16, 2013.

On March 7, 2014, Brian Pratt acquired 3,864 shares of Common Stock as part of the Plan. For 2014, purchases were made at a 25% reduction to the average closing price during December 2013. Brian Pratt purchased these shares for an aggregate purchase price of approximately $83,346. Brian Pratt agreed not to sell these shares for a period of six months from such acquisition.

On May 4, 2015, Brian Pratt acquired 990 shares of Common Stock as part of the Plan. For 2015, purchases were made at a 25% reduction to the average closing price during December 2014. Brian Pratt purchased these shares for an aggregate purchase price of approximately $16,672. Brian Pratt agreed not to sell these shares for a period of six months from such acquisition.

On February 23, 2016, Brian Pratt acquired 2,090 restricted shares of Common Stock valued at $46,667 pursuant to the Company’s non-employee director compensation program. These shares could not be sold for a period of twelve months from the date of grant.

On August 3, 2016, Brian Pratt acquired 2,349 restricted shares of Common Stock valued at $46,667 pursuant to the Company’s non-employee director compensation program. These shares could not be sold for a period of twelve months from the date of grant.

On February 21, 2017, Brian Pratt acquired 1,964 restricted shares of Common Stock valued at $46,667 pursuant to the Company’s non-employee director compensation program. These shares could not be sold for a period of twelve months from the date of grant.

On August 1, 2017, Brian Pratt acquired 1,908 restricted shares of Common Stock valued at $46,667 pursuant to the Company’s non-employee director compensation program. These shares could not be sold for a period of twelve months from the date of grant.

On February 21, 2018, Brian Pratt acquired 1,677 restricted shares of Common Stock valued at $46,667 pursuant to the Company’s non-employee director compensation program. These shares could not be sold for a period of twelve months from the date of grant.

On August 2, 2018, Brian Pratt acquired 1,682 restricted shares of Common Stock valued at $46,667 pursuant to the Company’s non-employee director compensation program. These shares could not be sold for a period of twelve months from the date of grant.

On February 26, 2019, Brian Pratt acquired 2,213 restricted shares of Common Stock valued at $46,667 pursuant to the Company’s non-employee director compensation program. These shares may not be sold for a period of twelve months from the date of grant.

 

5


On August 2, 2019, Brian Pratt acquired 2,411 restricted shares of Common Stock valued at $46,667 pursuant to the Company’s non-employee director compensation program. These shares may not be sold for a period of twelve months from the date of grant.

 

Item 4.

Purpose of Transaction.

On December 10, 2019, Brian Pratt and the Company entered into a Share Repurchase Agreement pursuant to which the Company repurchased an aggregate of 2,316,960 shares of the Company’s Common Stock from Brian Pratt and certain retained annuity trusts, of which Brian Pratt is the trustee, in a private transaction for an aggregate purchase price of approximately $50 million or $21.58 per share (the “Share Repurchase Agreement”). The Share Repurchase Agreement also contains a “standstill” covenant prohibiting Mr. Pratt from selling any additional shares of the Company’s Common Stock through May 26, 2020. The share repurchase was made pursuant to the Company’s existing $50 million repurchase program authorized by the Company’s Board of Directors in October 2019.

Brian Pratt currently serves on the Board of Directors of the Company. As a Director of the Company, Brian Pratt may have influence over the corporate activities of the Company, including activities which may relate to the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. However, Brian Pratt has informed the Company of his decision to resign from the Company’s Board of Directors at the adjournment of the next regularly scheduled meeting of the Board of Directors in February 2020.

Except as set forth in this Item 4, none of the Reporting Persons have any present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”).

 

Item 5.

Interest in Securities of the Issuer.

(a) As of December 16, 2019, the Reporting Persons have the following beneficial ownership in the Company’s Common Stock:

(1) Brian Pratt is the beneficial owner of 2,779,162 shares of Common Stock (2,681,352 shares of Common Stock held directly by him or a retained annuity trust, of which he is the trustee, and 97,810 shares of Common Stock held solely in the name of his wife, Barbara Pratt, over which he has shared beneficial ownership), which represents approximately 5.7% of the outstanding shares of Common Stock of the Company (based on 48,665,138 shares of Common Stock outstanding, calculated as follows: (A) 50,982,098 shares of Common Stock outstanding as of November 4, 2019, as reported in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 4, 2019, less (B) 2,316,960 shares of Common Stock sold by Brian Pratt to the Company, as reported in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 12, 2019).

(2) Barbara Pratt is the beneficial owner of 97,810 shares of Common Stock (all held directly by her in her own name), which represents approximately 0.2% of the outstanding shares of Common Stock of the Company (based on 48,665,138 shares of Common Stock outstanding, calculated as follows: (A) 50,982,098 shares of Common Stock outstanding as of November 4, 2019, as reported in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 4, 2019, less (B) 2,316,960 shares of Common Stock sold by Brian Pratt to the Company, as reported in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 12, 2019).

(b)

 

     Shared
Voting

Power
     Sole Voting
Power
     Shared
Dispositive
Power
     Sole
Dispositive
Power
 

Brian Pratt

     97,810        2,681,352      97,810        2,681,352

Barbara Pratt

     97,810        0        97,810        0  

 

6


(c) Annex A hereof sets forth the transactions by the Reporting Persons in the securities of the Company from the date of the Reporting Persons’ most recent amendment to the Statement that was filed on June 7, 2011 through the date hereof. All such transactions were reported in reports required by Section 16(a) of the Exchange Act.

(d) None.

(e) None.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

On December 16, 2019, the Reporting Persons entered into a joint filing agreement (the “Joint Filing Agreement”) in which the parties agreed to the joint filing on behalf of each of them of statements on this Amendment No. 4 with respect to the securities of the Company to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 1 and is incorporated herein by reference.

On December 10, 2019, Brian Pratt and the Company entered into the Share Repurchase Agreement pursuant to which the Company repurchased an aggregate of 2,316,960 shares of the Company’s Common Stock from Brian Pratt in a private transaction for an aggregate purchase price of approximately $50 million or $21.58 per share. The Share Repurchase Agreement also contains a “standstill” covenant prohibiting Mr. Pratt from selling any additional shares of the Company’s Common Stock through May 26, 2020. The share repurchase was made pursuant to the Company’s existing $50 million repurchase program authorized by the Company’s Board of Directors in October 2019. The Share Repurchase Agreement is attached hereto as Exhibit 2 and is incorporated herein by reference.

On July 1, 2019, Brian Pratt and the Company entered into an Agreement for Services (the “Services Agreement”), which supersedes, in its entirety, an agreement entered into between Brian Pratt and the Company dated August 1, 2015. Under the Services Agreement, the Company retained Brian Pratt as a director of the Company and as a consulting to the Company for the performance of strategic advisory services. The Services Agreement includes standard provisions relating to Brian Pratt’s agreement to comply with securities laws with respect to the Company’s securities. The Services Agreement is attached hereto as Exhibit 3 and is incorporated herein by reference.

As a director of the Company, Brian Pratt participates in the incentive plans the Company may have from time to time.

 

Item 7.

Material to be Filed as Exhibits.

 

Exhibit

  

Description

1    Joint Filing Agreement, dated as of December 16, 2019 by and between the Reporting Persons.
2    Share Repurchase Agreement (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 12, 2019).
3    Agreement for Services (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 6, 2019).

 

7


SIGNATURES

After reasonable inquiry and to the best of his or her knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: December 16, 2019               

/s/ Brian Pratt

      Brian Pratt
     

/s/ Barbara Pratt

      Barbara Pratt

 

8


EXHIBITS TO BE FILED WITH THIS AMENDMENT NO. 4 TO SCHEDULE 13D

 

Exhibit

  

Description

1    Joint Filing Agreement, dated as of December 16, 2019 by and between the Reporting Persons.
2    Share Repurchase Agreement (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 12, 2019).
3    Agreement for Services (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 6, 2019).

 

9


Annex A

 

Reporting

Person

  Transaction
Date
    Amount of Securities
Acquired (Disposed)
    Price per Share    

Transaction Type

 

Notes

Brian Pratt

    8/10/2011       (75,000   $ —       Gift  

Brian Pratt

    8/11/2011       (75,000   $ —       Gift  

Brian Pratt

    11/10/2011       (24,727   $ 14.3635     Open Market Sale  

Brian Pratt

    11/11/2011       (26,900   $ 14.3192     Open Market Sale  

Brian Pratt

    11/14/2011       (59,083   $ 14.3111     Open Market Sale  

Brian Pratt

    11/15/2011       (14,322   $ 14.2665     Open Market Sale  

Brian Pratt

    11/16/2011       (28,291   $ 14.2832     Open Market Sale  

Brian Pratt

    11/17/2011       (83,979   $ 14.2864     Open Market Sale  

Brian Pratt

    11/18/2011       (19,200   $ 14.1699     Open Market Sale  

Brian Pratt

    11/21/2011       (3,600   $ 14.1679     Open Market Sale  

Brian Pratt

    11/22/2011       (44,737   $ 14.1196     Open Market Sale  

Brian Pratt

    11/29/2011       (11,600   $ 13.9950     Open Market Sale  

Brian Pratt

    11/30/2011       (157,161   $ 14.1340     Open Market Sale  

Brian Pratt

    11/30/2011       (20,000   $ —       Gift  

Brian Pratt

    12/1/2011       (48,700   $ 14.1560     Open Market Sale  

Brian Pratt

    12/2/2011       (77,700   $ 14.1320     Open Market Sale  

Brian Pratt

    12/5/2011       (100,000   $ 14.5440     Open Market Sale  

Brian Pratt

    12/29/2011       (20,000     Gift  

Brian Pratt

    12/29/2011       (20,000     Gift  

Brian Pratt

    3/15/2012       4,508     $ 11.0900     Purchased shares under LT Retention Plan  

Brian Pratt

    5/31/2012       (91,378   $ 12.0080     Open Market Sale  

Brian Pratt

    6/1/2012       (32,124   $ 11.9902     Open Market Sale  

Brian Pratt

    6/4/2012       (16,805   $ 12.0009     Open Market Sale  

Brian Pratt

    6/5/2012       (66,030   $ 12.0088     Open Market Sale  

Brian Pratt

    6/6/2012       (40,047   $ 12.1388     Open Market Sale  

Brian Pratt

    6/7/2012       (19,603   $ 12.2637     Open Market Sale  

Brian Pratt

    6/8/2012       (83,607   $ 12.0063     Open Market Sale  

Brian Pratt

    6/11/2012       (56,600   $ 12.0247     Open Market Sale  

Brian Pratt

    6/12/2012       (36,243   $ 12.0065     Open Market Sale  

Brian Pratt

    6/15/2012       (60,882   $ 12.0284     Open Market Sale  

Brian Pratt

    6/18/2012       (42,254   $ 12.0061     Open Market Sale  

Brian Pratt

    6/19/2012       (46,809   $ 12.3143     Open Market Sale  

Brian Pratt

    6/27/2012       (17,900   $ 12.0134     Open Market Sale  

Brian Pratt

    6/28/2012       (92,392   $ 12.0311     Open Market Sale  

Brian Pratt

    6/29/2012       (39,500   $ 12.1873     Open Market Sale  

Brian Pratt

    9/12/2012       (5,900   $ 12.9162     Open Market Sale  

Brian Pratt

    9/13/2012       (63,966   $ 13.1062     Open Market Sale  

Brian Pratt

    9/14/2012       (53,115   $ 13.2111     Open Market Sale  

Brian Pratt

    9/18/2012       (33,520   $ 13.0629     Open Market Sale  

Brian Pratt

    9/19/2012       (56,248   $ 13.1368     Open Market Sale  

Brian Pratt

    9/20/2012       (29,200   $ 13.2207     Open Market Sale  

 

Page 1 of 8


Brian Pratt

    9/21/2012       (49,857   $ 13.3047     Open Market Sale  

Brian Pratt

    9/24/2012       (4,800   $ 13.2760     Open Market Sale  

Brian Pratt

    9/25/2012       (2,500   $ 13.2040     Open Market Sale  

Brian Pratt

    9/26/2012       (12,350   $ 13.1264     Open Market Sale  

Brian Pratt

    9/27/2012       (26,124   $ 13.1364     Open Market Sale  

Brian Pratt

    9/28/2012       (3,800   $ 13.1008     Open Market Sale  

Brian Pratt

    11/19/2012       (790,000   $ 14.1816     Open Market Sale  

Brian Pratt

    12/28/2012       (100,900   $ —       Gift  

Brian Pratt

    3/13/2013       6,050     $ 11.0200     Purchased shares under LT Retention Plan  

Brian Pratt

    3/13/2013       (1,250,000   $ 19.7651     Open Market Sale  

Brian Pratt

    3/25/2013       (20,000     Gift  

Brian Pratt

    3/25/2013       (5,000   $ —       Gift  

Brian Pratt

    3/25/2013       (5,000   $ —       Gift  

Brian Pratt

    3/25/2013       (5,000   $ —       Gift  

Brian Pratt

    3/25/2013       (5,000   $ —       Gift  

Brian Pratt

    6/17/2013       (824,400   $ 20.1809     Open Market Sale  

Brian Pratt

    12/30/2013       (35,000   $ —       Gift  

Brian Pratt

    3/7/2014       3,864     $ 21.57     Purchased shares under LT Retention Plan  

Brian Pratt

    5/19/2014       (74,500   $ 29.30     Open Market Sale  

Brian Pratt

    5/20/2014       (670,500   $ 28.02     Open Market Sale  

Brian Pratt

    12/16/2014       (8,000   $ —       Gift  

Brian Pratt

    5/1/2015       990     $ 16.84     Purchased shares under LT Retention Plan  

Brian Pratt

    12/28/2015       (40,000   $ —       Gift  

Brian Pratt

    1/15/2016       (1,000,000   $ —       Gift  

Brian Pratt

    2/23/2016       2,090     $ —       Grant under director compensation policy  

Brian Pratt

    8/3/2016       2,349     $ —       Grant under director compensation policy  

Brian Pratt

    2/21/2017       1,964     $ —       Grant under director compensation policy  

Brian Pratt

    3/8/2017       (10,000   $ 24.70     Settlement under prepaid variable forward contract  

Brian Pratt

    3/8/2017       (10,000   $ 23.77     Settlement under prepaid variable forward contract  

Brian Pratt

    3/10/2017       (10,000   $ 23.95     Settlement under prepaid variable forward contract  

Brian Pratt

    3/13/2017       (10,000   $ 23.82     Settlement under prepaid variable forward contract  

Brian Pratt

    3/14/2017       (10,000   $ 23.61     Settlement under prepaid variable forward contract  

Brian Pratt

    3/15/2017       (10,000   $ 24.09     Settlement under prepaid variable forward contract  

Brian Pratt

    3/16/2017       (10,000   $ 23.97     Settlement under prepaid variable forward contract  

Brian Pratt

    3/17/2017       (10,000   $ 23.74     Settlement under prepaid variable forward contract  

Brian Pratt

    3/20/2017       (10,000   $ 23.56     Settlement under prepaid variable forward contract  

Brian Pratt

    3/21/2017       (10,000   $ 22.93     Settlement under prepaid variable forward contract  

Brian Pratt

    3/22/2017       (10,000   $ 22.56     Settlement under prepaid variable forward contract  

Brian Pratt

    3/23/2017       (10,000   $ 22.99     Settlement under prepaid variable forward contract  

Brian Pratt

    3/24/2017       (10,000   $ 23.00     Settlement under prepaid variable forward contract  

Brian Pratt

    3/27/2017       (10,000   $ 23.24     Settlement under prepaid variable forward contract  

Brian Pratt

    3/28/2017       (10,000   $ 22.90     Settlement under prepaid variable forward contract  

Brian Pratt

    3/29/2017       (10,000   $ 23.05     Settlement under prepaid variable forward contract  

 

Page 2 of 8


Brian Pratt

    3/30/2017       (10,000   $ 22.92     Settlement under prepaid variable forward contract  

Brian Pratt

    3/31/2017       (10,000   $ 23.22     Settlement under prepaid variable forward contract  

Brian Pratt

    4/3/2017       (10,000   $ 23.03     Settlement under prepaid variable forward contract  

Brian Pratt

    4/4/2017       (10,000   $ 22.90     Settlement under prepaid variable forward contract  

Brian Pratt

    4/5/2017       (10,000   $ 22.91     Settlement under prepaid variable forward contract  

Brian Pratt

    4/6/2017       (10,000   $ 23.35     Settlement under prepaid variable forward contract  

Brian Pratt

    4/7/2017       (10,000   $ 24.25     Settlement under prepaid variable forward contract  

Brian Pratt

    4/10/2017       (10,000   $ 24.00     Settlement under prepaid variable forward contract  

Brian Pratt

    4/11/2017       (10,000   $ 23.66     Settlement under prepaid variable forward contract  

Brian Pratt

    4/12/2017       (10,000   $ 23.00     Settlement under prepaid variable forward contract  

Brian Pratt

    4/13/2017       (10,000   $ 22.88     Settlement under prepaid variable forward contract  

Brian Pratt

    4/17/2017       (10,000   $ 22.87     Settlement under prepaid variable forward contract  

Brian Pratt

    4/18/2017       (10,000   $ 22.75     Settlement under prepaid variable forward contract  

Brian Pratt

    4/19/2017       (10,000   $ 22.75     Settlement under prepaid variable forward contract  

Brian Pratt

    4/20/2017       (10,000   $ 22.88     Settlement under prepaid variable forward contract  

Brian Pratt

    4/21/2017       (10,000   $ 22.61     Settlement under prepaid variable forward contract  

Brian Pratt

    4/24/2017       (10,000   $ 23.03     Settlement under prepaid variable forward contract  

Brian Pratt

    4/25/2017       (10,000   $ 23.31     Settlement under prepaid variable forward contract  

Brian Pratt

    4/26/2017       (10,000   $ 23.52     Settlement under prepaid variable forward contract  

Brian Pratt

    4/27/2017       (10,000   $ 23.49     Settlement under prepaid variable forward contract  

Brian Pratt

    4/28/2017       (10,000   $ 22.97     Settlement under prepaid variable forward contract  

Brian Pratt

    5/1/2017       (10,000   $ 23.01     Settlement under prepaid variable forward contract  

Brian Pratt

    5/2/2017       (10,000   $ 22.97     Settlement under prepaid variable forward contract  

Brian Pratt

    5/3/2017       (10,000   $ 22.52     Settlement under prepaid variable forward contract  

Brian Pratt

    8/2/2017       1,908     $ —       Grant under director compensation policy  

Brian Pratt

    9/6/2017       (105,734   $ 28.1950     Open Market Sale  

Brian Pratt

    9/7/2017       (105,099   $ 28.0045     Open Market Sale  

Brian Pratt

    9/8/2017       (101,100   $ 28.0417     Open Market Sale  

Brian Pratt

    9/11/2017       (108,062   $ 28.0658     Open Market Sale  

Brian Pratt

    9/12/2017       (181,982   $ 28.3520     Open Market Sale  

Brian Pratt

    9/13/2017       (146,882   $ 28.5905     Open Market Sale  

Brian Pratt

    9/14/2017       (140,296   $ 28.7119     Open Market Sale  

Brian Pratt

    9/15/2017       (115,090   $ 28.5135     Open Market Sale  

Brian Pratt

    9/20/2017       (88,500   $ 28.6660     Open Market Sale  

Brian Pratt

    9/21/2017       (136,500   $ 28.4995     Open Market Sale  

Brian Pratt

    2/2/2018       (4,000   $ —       Gift  

Brian Pratt

    2/21/2018       1,677     $ —       Grant under director compensation policy  

Brian Pratt

    3/5/2018       (54,373   $ 26.0147     Open Market Sale   Reported price is weighted average price. These shares were sold in multiple transactions at prices ranging from $26.00 to $26.125 per share, inclusive.

 

Page 3 of 8


Brian Pratt

    3/6/2018       (110,378   $ 26.0288     Open Market Sale   Reported price is weighted average price. These shares were sold in multiple transactions at prices ranging from $26.00 to $26.08 per share, inclusive.

Brian Pratt

    3/7/2018       (286,664   $ 26.1506     Open Market Sale   Reported price is weighted average price. These shares were sold in multiple transactions at prices ranging from $26.05 to $26.27 per share, inclusive.

Brian Pratt

    3/8/2018       (36,395   $ 26.0348     Open Market Sale   Reported price is weighted average price. These shares were sold in multiple transactions at prices ranging from $26.00 to $26.32 per share, inclusive.

Brian Pratt

    3/9/2018       (145,243   $ 26.0151     Open Market Sale   Reported price is weighted average price. These shares were sold in multiple transactions at prices ranging from $26.00 to $26.19 per share, inclusive.

Brian Pratt

    5/15/2018       (53,037   $ 25.0040     Open Market Sale   Reported price is weighted average price. These shares were sold in multiple transactions at prices ranging from $25.00 to $25.035 per share, inclusive.

Brian Pratt

    5/16/2018       (173,901   $ 25.1987     Open Market Sale   Reported price is weighted average price. These shares were sold in multiple transactions at prices ranging from $25.00 to $25.355 per share, inclusive.

Brian Pratt

    5/17/2018       (60,000   $ 25.2284     Open Market Sale   Reported price is weighted average price. These shares were sold in multiple transactions at prices ranging from $25.02 to $25.51 per share, inclusive.

Brian Pratt

    6/19/2018       (73,543   $ 28.2001     Open Market Sale   Reported price is weighted average price. These shares were sold in multiple transactions at prices ranging from $28.09 to $28.42 per share, inclusive.

Brian Pratt

    6/20/2018       (81,844   $ 28.0582     Open Market Sale   Reported price is weighted average price. These shares were sold in multiple transactions at prices ranging from $28.05 to $28.20 per share, inclusive.

 

Page 4 of 8


Brian Pratt

    6/21/2018       (14,204   $ 28.0670     Open Market Sale   Reported price is weighted average price. These shares were sold in multiple transactions at prices ranging from $28.05 to $28.11 per share, inclusive.

Brian Pratt

    8/2/2018       1,682     $ —       Grant under director compensation policy  

Brian Pratt

    8/10/2018       (847,428   $ —       Transfer to BLP 2018-1 Retained Annuity Trust  

Brian Pratt

    8/10/2018       (847,428   $ —       Transfer to BLP 2018-2 Retained Annuity Trust  

Brian Pratt

    9/20/2018       (486,400   $ 25.0532     Open Market Sale   Reported price is weighted average price. These shares were sold in multiple transactions at prices ranging from $25.04 to $25.15 per share, inclusive.

Brian Pratt

    9/21/2018       (238,603   $ 25.3066     Open Market Sale   Reported price is weighted average price. These shares were sold in multiple transactions at prices ranging from $25.15 to $25.50 per share, inclusive.

Brian Pratt

    10/11/2018       (926,191   $ —       Transfer to BLP 2018-3 Retained Annuity Trust  

Brian Pratt

    10/11/2018       (926,190   $ —       Transfer to BLP 2018-4 Retained Annuity Trust  

Brian Pratt

    10/26/2018       (500,000   $ —       Transfer to BLP 2018-5 Retained Annuity Trust  

Brian Pratt

    10/26/2018       (500,000   $ —       Transfer to BLP 2018-6 Retained Annuity Trust  

Brian Pratt

    11/8/2018       (12,791   $ 24.3026     Open Market Sale   By BLP 2018-5 Trust. Reported price is weighted average price. These shares were sold in multiple transactions at prices ranging from $24.455 to $24.25 per share, inclusive.

Brian Pratt

    11/8/2018       (12,792   $ 24.3026     Open Market Sale   By BLP 2018-6 Trust. Reported price is weighted average price. These shares were sold in multiple transactions at prices ranging from $24.455 to $24.25 per share, inclusive.

Brian Pratt

    2/26/2019       2,213     $ —       Grant under director compensation policy  

Brian Pratt

    3/5/2019       (110,182   $ 23.3227     Open Market Sale   By BLP 2018-5 Trust. Reported price is weighted average price. These shares were sold in multiple transactions at prices ranging from $23.05 to $23.5325 per share, inclusive.

 

Page 5 of 8


Brian Pratt

    3/7/2019       (19,630   $ 22.4009     Open Market Sale   By BLP 2018-5 Trust. Reported price is weighted average price. These shares were sold in multiple transactions at prices ranging from$22.40 to $22.415 per share, inclusive.

Brian Pratt

    3/11/2019       (11,149   $ 22.4044     Open Market Sale   By BLP 2018-5 Trust. Reported price is weighted average price. These shares were sold in multiple transactions at prices ranging from $22.40 to $22.43 per share, inclusive.

Brian Pratt

    3/12/2019       (21,580   $ 22.4504     Open Market Sale   By BLP 2018-5 Trust. Reported price is weighted average price. These shares were sold in multiple transactions at prices ranging from $22.40 to $22.50 per share, inclusive.

Brian Pratt

    3/13/2019       (2,700   $ 22.4037     Open Market Sale   By BLP 2018-5 Trust. Reported price is weighted average price. These shares were sold in multiple transactions at prices ranging from $22.40 to $22.41 per share, inclusive.

Brian Pratt

    3/19/2019       (76,080   $ 22.6112     Open Market Sale   By BLP 2018-5 Trust. Reported price is weighted average price. These shares were sold in multiple transactions at prices ranging from $22.565 to $22.835 per share, inclusive.

Brian Pratt

    3/21/2019       (871   $ 22.4464     Open Market Sale   By BLP 2018-5 Trust. Reported price is weighted average price. These shares were sold in multiple transactions at prices ranging from $22.20 to $22.54 per share, inclusive.

Brian Pratt

    3/29/2019       (235,751   $ 22.4464     Open Market Sale   By BLP 2018-5 Trust. Reported price is weighted average price. These shares were sold in multiple transactions at prices ranging from $20.66 to $20.9975 per share, inclusive.

 

Page 6 of 8


Brian Pratt

    5/16/2019       (87,891   $ 20.5671     Open Market Sale   Reported price is weighted average price. These shares were sold in multiple transactions at prices ranging from $20.50 to $20.78 per share, inclusive.

Brian Pratt

    5/17/2019       (11,919   $ 20.5072     Open Market Sale   Reported price is weighted average price. These shares were sold in multiple transactions at prices ranging from $20.50 to $20.53 per share, inclusive.

Brian Pratt

    5/22/2019       (175,118   $ 20.0898     Open Market Sale   Reported price is weighted average price. These shares were sold in multiple transactions at prices ranging from $20.03 to $20.2450 per share, inclusive.

Brian Pratt

    6/10/2019       (300,000   $ 19.0000     Open Market Sale  

Brian Pratt

    8/2/2019       2,411     $ —       Grant under director compensation policy  

Brian Pratt

    8/9/2019       524,414     $ —       Transfer from BLP 2018-1 Retained Annuity Trust  

Brian Pratt

    8/9/2019       524,414     $ —       Transfer from BLP 2018-2 Retained Annuity Trust  

Brian Pratt

    8/19/2019       (19,678   $ 20.0100     Open Market Sale   Reported price is weighted average price. These shares were sold in multiple transactions at prices ranging from $20.00 to $20.11 per share, inclusive.

Brian Pratt

    8/21/2019       (24,067   $ 20.0003     Open Market Sale   Reported price is weighted average price. These shares were sold in multiple transactions at prices ranging from $19.99 to $20.03 per share, inclusive.

Brian Pratt

    9/11/2019       (175,634   $ 20.4511     Open Market Sale   Reported price is weighted average price. These shares were sold in multiple transactions at prices ranging from $20.25 to $20.59 per share, inclusive.

Brian Pratt

    9/12/2019       (151,771   $ 20.5011     Open Market Sale   Reported price is weighted average price. These shares were sold in multiple transactions at prices ranging from $20.425 to $20.58 per share, inclusive.

Brian Pratt

    9/13/2019       (44,942   $ 20.8293     Open Market Sale   Reported price is weighted average price. These shares were sold in multiple transactions at prices ranging from $20.35 to $21.035 per share, inclusive.

 

Page 7 of 8


Brian Pratt

    9/16/2019       (8,925   $ 21.1206     Open Market Sale   Reported price is weighted average price. These shares were sold in multiple transactions at prices ranging from $21.10 to $21.23 per share, inclusive.

Brian Pratt

    9/19/2019       (206,439   $ 20.4439     Open Market Sale   Reported price is weighted average price. These shares were sold in multiple transactions at prices ranging from $20.40 to $20.72 per share, inclusive.

Brian Pratt

    10/10/2019       515,365     $ —       Transfer from BLP 2018-3 Retained Annuity Trust  

Brian Pratt

    10/10/2019       515,365     $ —       Transfer from BLP 2018-4 Retained Annuity Trust  

Brian Pratt

    10/25/2019       9,266     $ —       Transfer from BLP 2018-5 Retained Annuity Trust  

Brian Pratt

    10/25/2019       245,808     $ —       Transfer from BLP 2018-6 Retained Annuity Trust  

Brian Pratt

    11/8/2019       (4,250   $ —       Open Market Sale  

Brian Pratt

    12/10/2019       (2,316,960   $ 21.5800     Sale to Issuer   323,014 shares sold by BLP 2018-1 Trust; 323,014 shares sold by BLP 2018-2 Trust; 410,826 shares sold by BLP 2018-3 Trust; 410,825 shares sold by BLP 2018-4 Trust; 849,281 shares sold by Brian Pratt

The Reporting Person undertakes to provide to the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth above for applicable transactions that report weighted average prices.

 

Page 8 of 8

EX-99.1

EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the shares of Common Stock, $0.0001 par value per share, of Primoris Services Corporation, a Delaware corporation, and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings.

In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 16th day of December, 2019.

 

/s/ Brian Pratt

Brian Pratt

/s/ Barbara Pratt

Barbara Pratt