SEC FORM 3 SEC Form 3
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
or Section 30(h) of the Investment Company Act of 1940
 
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1. Name and Address of Reporting Person*
HANSON WILLIAM H

(Last) (First) (Middle)
C/O GREAT LAKES DREDGE & DOCK CORP
2122 YORK ROAD, 2ND FLOOR

(Street)
OAK BROOK IL 60523

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/12/2020
3. Issuer Name and Ticker or Trading Symbol
Great Lakes Dredge & Dock CORP [ GLDD ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP, Gov't Relations & Bus Dev
5. 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 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 38,197(1) D
Common Stock 2,630 I Common Stock owned by the wife of Mr. Hanson
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: 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
Employee Stock Option (right to buy) (2) 05/27/2020 Common Stock 2,461 5.7 D
Employee Stock Option (right to buy) (3) 06/27/2021 Common Stock 2,631 5.33 D
Employee Stock Option (right to buy) (4) 06/06/2022 Common Stock 1,890 6.45 D
Employee Stock Option (right to buy) (5) 05/07/2023 Common Stock 1,945 7.56 D
Employee Stock Option (right to buy) (6) 05/09/2024 Common Stock 2,145 7.62 D
Explanation of Responses:
1. Of these shares, 12,589 are represented by restricted stock units (1,910 shares vest on March 8, 2021; 3,894 shares vest in two equal annual installments beginning on March 13, 2021; and 6,785 shares vest in three equal annual installments beginning on March 12, 2021). In addition, 5,730 of these shares are represented by performance-based restricted stock units. The performance conditions were satisfied and the shares vest on December 31, 2020, subject to the executive's continued employment.
2. One-third of the options became exercisable on 05/27/2011, one-third became exercisable on 05/27/2012 and one-third became exercisable on 05/27/2013.
3. One-third of the options became exercisable on 06/27/2012, one-third became exercisable on 06/27/2013 and one-third became exercisable on 06/27/2014.
4. One-third of the options became exercisable on 06/06/2013, one-third became exercisable on 06/06/2014 and one-third became exercisable on 06/06/2015.
5. One-third of the options became exercisable on 05/07/2014, one-third became exercisable on 05/07/2015 and one-third became exercisable on 05/07/2016.
6. One-third of the options became exercisable on 05/09/2015, one-third became exercisable on 05/09/2016 and one-third became exercisable on 05/09/2017.
Remarks:
/s/Kathleen M. LaVoy, by Power of Attorney 04/02/2020
** 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 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).
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POWER OF ATTORNEY

Known by all these present, that the undersigned hereby constitutes and appoints
each of Kathleen M.	LaVoy  and Katherine M.  O'Halloran, or  either of them
signing singly, and  with  full power  of substitution, the undersigned's true
and lawful attorney-in-fact to:

(1)	execute for and on behalf of the undersigned, in the undersigned's capacity
as an executive officer and/or director of Great Lake Dredge & Dock Corporation
(the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the
Securities Exchange Act of 1934 and the rules thereunder, and any other forms or
reports the undersigned may be required to file in connection with the
undersigned's ownership, acquisition, or disposition of securities of the
Company, including, without limitation, Form 144, in accordance with Rule 144
under the Securities Act of 1933;

(2)	do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Form 3, 4, or 5,
or Form 144, complete and execute any amendment or amendments thereto, and
timely file such form with the Securities and Exchange Commission and any stock
exchange or similar authority; and

(3)	take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such 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 such attorney-in-fact may approve in such
attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any 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 such attorney-in-fact, or such
attorney-in-fact's 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, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934 or Rule 144 under the
Securities Act of 1933.

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 and Form 144 with
respect to the undersigned's holdings of and transactions in securities issued
by the Company, unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 25th	day of March, 2020.


William H. Hanson            /s/William H. Hanson
Print Name                   Signature