View:
Download DOC
Download PDF
Download XLS
SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Gendell David B.
(Last) (First) (Middle)
5433 WESTHEIMER, SUITE 500
(Street)
HOUSTON TX 77056
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
IES Holdings, Inc. [ IESC ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/02/2020
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 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(1) 01/02/2020 A 706 A $0.00 129,892 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Represents Phantom Stock Units ("PSUs") granted pursuant to the IES Holdings, Inc. ("IES") 2006 Equity Incentive Plan as amended and restated through February 2016 (the "Equity Incentive Plan") upon Mr. Gendell electing to receive PSUs in lieu of common stock or cash for that portion of his retainer. Each unit converts to one share of IES common stock when either (i) Mr. Gendell leaves the board of directors for any reason or (ii) upon a change of control as defined in the Equity Incentive Plan.
Remarks:
/s/ Tracy A. McLauchlin, Attorney-in-Fact 01/06/2020
** 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.
                               POWER OF ATTORNEY

       For Executing Forms 3, 4 and 5, Form 144 and Schedules 13D and 13G

        Know all men by these presents that the undersigned hereby constitutes
and appoints Tracy A. McLauchlin and Mary K. Newman, signing singly, the
undersigned's true and lawful attorney-in-fact to:

        (1) execute for and on behalf of the undersigned (a) Forms 3, 4 and 5
            (including amendments thereto) in accordance with Section 16(a) of
            the Securities Exchange Act of 1934 and the rules thereunder, (b)
            Form 144 and (c) Schedules 13D and 13G (including amendments
            thereto) in accordance with Sections 13(d) and 13(g) of the
            Securities Exchange Act of 1934 and the rules thereunder.

        (2) do and perform any and all acts for and on behalf of the undersigned
            that may be necessary or desirable to complete and execute any such
            Form 3, 4 or 5, Form 144 of Schedule 13D or 13G (including
            amendments thereto) and timely file such Forms or Schedules with the
            Securities and Exchange Commission and any stock exchange, self-
            regulatory association or any other authority; and

        (3) take any other action of any type whatsoever in connection with the
            foregoing that, in the opinion of each such attorney-in-fact, may be
            of benefit to, in the best interest of, or legally required of the
            undersigned, it being understood that the documents executed by the
            attorney-in-fact on behalf of the undersigned pursuant to this Power
            of Attorney shall be in such form and shall contain such terms and
            conditions as the attorney-in- fact may approve in the attorney-in-
            fact's discretion.

        The undersigned hereby grants to each attorney-in-fact full power and
authority to do and perform all and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that the attorney-in-fact, or the attorneys-
in-fact substitute or substitutes, shall lawfully do or cause to be done by
virtue of this Power of Attorney and the rights and powers herein granted. The
undersigned acknowledges that the foregoing attorneys-in-fact, and their
substitutes, in serving in such capacity at the request of the undersigned, are
not assuming (nor is IES Holdings, Inc. assuming) any of the undersigned's
responsibilities to comply with Section 16 of the Securities Exchange Act of
1934. The undersigned agrees that each such attorney-in-fact may rely entirely
on information furnished orally or in writing by the undersigned to the
attorney-in-fact.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5, Form 144 and
Schedules 13D and 13G (including amendments thereto) with respect to the
undersigned's holdings of and transactions in securities issued by IES Holdings,
Inc., unless earlier revoked by the undersigned in a signed writing delivered to
the foregoing attorneys-in-fact. This Power of Attorney does not revoke any
other power of attorney that the undersigned has previously granted.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 6th day of January, 2020.


                                        By: /s/ David B. Gendell
                                            ------------------------------
                                        Name: David B. Gendell
                                              -------------------------------