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* Petersen Alison M (Last) (First) (Middle) 5433 WESTHEIMER RD, SUITE 500 (Street) HOUSTON TX 77056 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 04/16/2021	3. Issuer Name and Ticker or Trading Symbol IES Holdings, Inc. [ IESC ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) VP & Chief Accounting Officer	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	7,802.03(1)(2)(3)	D

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)	02/02/2017	02/02/2025	Common Stock	1,000	7.21	D

Explanation of Responses:

1. On February 6, 2019, Ms. Petersen was granted 3,333 phantom stock units (the "2019 PSUs") pursuant to the IES Holdings, Inc. 2006 Equity Incentive Plan, as amended and restated (the "2006 Equity Incentive Plan"). Each 2019 PSU represents a contractual right in respect of one share of the Issuer's common stock. The 2019 PSUs vest, if at all, in three tranches upon the continued performance of services through the applicable scheduled vesting date. The first and second tranches vested on December 6, 2019 and December 7, 2020, respectively. The final tranche of 1,666.63 shares is scheduled to vest on the earlier of December 15, 2022 and the date that Issuer files its Annual Report on Form 10-K for its fiscal year ending September 30, 2021.

2. On December 4, 2019, Ms. Petersen was granted 2,280 time-based phantom stock units (the "2020 PSUs") pursuant to the 2006 Equity Incentive Plan. The 2020 PSUs vest, if at all, upon the continued performance of services through the applicable scheduled vesting date. The 2020 PSUs are scheduled to vest on the earlier of December 15, 2022 and the date that Issuer files its Annual Report on Form 10-K for its fiscal year ending September 30, 2022.

3. On December 7, 2020, Ms. Petersen was granted 1,609.4 time-based phantom stock units (the "2021 PSUs") pursuant to the 2006 Equity Incentive Plan. Each 2021 PSU represents a contractual right in respect of one share of the Issuer's common stock. The 2021 PSUs vest, if at all, upon the continued performance of services through the applicable scheduled vesting date. The 2021 PSUs are scheduled to vest on the earlier of December 15, 2023 and the date that Issuer files its Annual Report on Form 10-K for its fiscal year ending September 30, 2023.

Remarks:

Ms. Petersen's POA is attached as Exhibit 24 hereto.

	/s/ Mary K. Newman, Attorney-in-Fact	04/23/2021
	** 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).
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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 Mary 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 the date written below.


                            By:  /s/ Alison Petersen
                            Name:  Alison Petersen
                            Date:  4/16/2021