Ownership Submission
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Primoris Services Corp
2. Date of Event Requiring Statement (Month/Day/Year)
03/27/2018
3. Issuer Name and Ticker or Trading Symbol
Willbros Group, Inc.\NEW\ [WGRP]
(Last)
(First)
(Middle)
2100 MCKINNEY AVENUE, SUITE 1500
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

DALLAS, TX 75201
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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)
No securities are beneficially owned 0 (1) (2) (3)
D (1) (2) (3)
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Primoris Services Corp
2100 MCKINNEY AVENUE, SUITE 1500
DALLAS, TX 75201
    X    

Signatures

/s/ Peter J. Moerbeek for Primoris Services Corporation 04/06/2018
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) On March 27, 2018, Primoris Services Corporation ("Primoris"), Waco Acquisition Vehicle, Inc., a wholly-owned subsidiary of Primoris ("Merger Sub"), and Willbros Group, Inc. ("Willbros") entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which Merger Sub will be merged with and into Willbros, with Willbros surviving and continuing as a wholly owned subsidiary of Primoris. In connection with the Merger Agreement, Primoris entered into voting agreements (the "Voting Agreements") with certain stockholders of Willbros (the "Stockholders") covering 11,060,280, or 17.5%, of Willbros outstanding Common Stock (based on Willbros outstanding Common Stock as of March 26, 2018 (as represented by the Issuer in its Annual Report for the fiscal year ended December 31, 2017 filed on Form 10-K)).
(2) Primoris exercises voting power in limited situations over the shares of Issuer's Common Stock through the grant of an irrevocable proxy by each of the Stockholders in the Voting Agreements.
(3) Primoris has no pecuniary interest (as defined in Rule 16a-1(a)(2) of the Exchange Act) in any of the shares of Issuer Common Stock subject to the Voting Agreements.

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