Edgar Filing: O'Leary Daniel J.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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 ^*

O'Leary Daniel J.

2. Issuer Name and Ticker or Trading Symbol
Edgen Group Inc. [EDG]

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

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chairman, CEO & President

(Last)

(First)

(Middle)

C/O EDGEN GROUP INC., 18444 HIGHLAND ROAD

3. Date of Earliest Transaction (Month/Day/Year)
05/02/2012

(Street)

BATON ROUGE, LA 70809

4. If Amendment, Date 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

(City)

(State)

(Zip)

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
Class A Common Stock ⁽¹⁾	05/02/2012		A		541,555	A	$ 0	541,555	D

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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Options (right to buy) ⁽²⁾

⁽²⁾

05/02/2012

327,028

⁽²⁾

Class A Common Stock

327,028

$ 0

327,028

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
O'Leary Daniel J. C/O EDGEN GROUP INC. 18444 HIGHLAND ROAD BATON ROUGE, LA 70809	X		Chairman, CEO & President

Signatures

/s/ David L. Laxton, III, as attorney in fact		05/04/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Represents restricted shares of Class A common stock ("Class A Common Stock"), par value $0.0001 per share, of Edgen Group Inc. ("Edgen"), of which 456,260.73 shares are vested. Mr. O'Leary's unvested restricted shares of Class A Common Stock vest 20% on each of the first five anniversaries of August 19, 2010, subject to his continued employment with Edgen.
(2)	Represents a grant of options to buy shares of Class A Common Stock, of which 107,326.15 options are vested. 51,432.21 of Mr. O'Leary's vested options are exercisable at a price of $4.69 and expire on August 19, 2017 and 55,893.94of his vested options are exercisable at a price of $14.31 and expire on October 1, 2017. Mr. O'Leary has 205,728.83 unvested options that vest 20% on each of the first five anniversaries of August 19, 2010, subject to his continued employment with Edgen, are exercisable at a price of $4.69 and expire on August 19, 2017. Mr. O'Leary has 13,973.47 unvested options that will vest 20% on each of the first five anniversaries of October 1, 2007, subject to his continued employment with Edgen, are exercisable at a price of $14.31 and expire on October 1, 2017.

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