Form 4 - Statement of changes in beneficial ownership of securities

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Butz Todd M

(Last)

(First)

(Middle)

135 SOUTH 84TH STREET

SUITE 300

(Street)

MILWAUKEE

53214

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Mayville Engineering Company, Inc. [ MEC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/21/2024

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/21/2024		M		88,029	A	$0	212,625	D
Common Stock	08/21/2024		F		58,719	D	$19.15	153,906	D
Common Stock								39,726⁽¹⁾	I	by ESOP and/or 401(k) Plan

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$7.12	08/21/2024		M			88,029	⁽²⁾	02/27/2030	Common Stock	88,029	$0	0	D
Stock Option (right to buy)	$17							⁽³⁾	05/08/2029	Common Stock	39,127		39,127	D
Stock Option (right to buy)	$14.01							⁽⁴⁾	02/28/2031	Common Stock	39,683		39,683	D
Stock Option (right to buy)	$10.32							⁽⁵⁾	02/28/2032	Common Stock	69,963		69,963	D
Stock Option (right to buy)	$16.22							⁽⁶⁾	02/28/2033	Common Stock	40,410		40,410	D
Restricted Stock Units	$0							⁽⁷⁾	⁽⁷⁾	Common Stock	11,560		11,560	D
Restricted Stock Units	$0							⁽⁸⁾	⁽⁸⁾	Common Stock	52,841		52,841	D

Explanation of Responses:

1. Reflects the most recent ESOP and 401(k) balance.

2. The options will vest 50% on each of February 27, 2021 and February 27, 2022.

3. The options will vest 50% on each of May 8, 2020 and May 8, 2021.

4. The options will vest 50% on each of February 28, 2022 and February 28, 2023.

5. The options will vest 50% on each of February 28, 2023 and February 28, 2024.

6. The options will vest 50% on each of February 28, 2024 and February 28, 2025.

7. The restricted stock units will vest 50% on each of February 28, 2024 and February 28, 2025.

8. The restricted stock units will vest 1/3 on each of March 15, 2025, 2026 and 2027.

	/s/ Russell E. Ryba, Attorney-in-Fact for Todd M. Butz	08/22/2024
	** 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.