Form: 4

Statement of changes in beneficial ownership of securities

May 27, 2003

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
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
FIRST RESERVE GP IX INC

(Last) (First) (Middle)

(Street)

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
QUANTA SERVICES INC [ PWR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/22/2003
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Stock 05/22/2003 A 12,245(1) A 0 42,258,630(2) I See Footnote 3(3)
Common Stock 05/22/2003 A 12,245(1) A 0 42,258,630(2) I See Footnote 3(3)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
FIRST RESERVE GP IX INC

(Last) (First) (Middle)

(Street)

(City) (State) (Zip)
1. Name and Address of Reporting Person*
FIRST RESERVE GP IX L P

(Last) (First) (Middle)

(Street)

(City) (State) (Zip)
1. Name and Address of Reporting Person*
FIRST RESERVE FUND IX L P

(Last) (First) (Middle)

(Street)

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GUILL BEN A

(Last) (First) (Middle)

(Street)

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SIKORSKI THOMAS

(Last) (First) (Middle)

(Street)

(City) (State) (Zip)
Explanation of Responses:
1. The common stock reported on this Form 4 was granted to Messrs. Guill and Sikorski under the issuer's 2001 Stock Incentive Plan.
2. The Fund Entities are the record holder of 42,175,204 shares of common stock. In addition, the Fund Entities may be deemed to beneficially own 33,445 shares of common stock held of record by Mr. Guill, and 49,981 shares of common stock held of record by Mr. Sikorski, for an aggregate of 42,258,630 shares of common stock.
3. This Form 4 is being filed on behalf of First Reserve GP IX, Inc. (GP IX, Inc), First Reserve GP IX, L.P. (GP IX), and First Reserve Fund IX, L.P. (Fund IX), each as 10% beneficial owners (collectively, the Fund Entities), and by Ben A. Guill and Thomas J. Sikorski, directors of the issuer. GP IX is the general partner of Fund IX, and GP IX, Inc. is the general partner of GP IX. The Fund Entities are entitled to a portion of the profits from any sale of stock held by Messrs. Guill and Sikorski, and therefore share beneficial ownership of such common stock. Messrs. Guill and Sikorski disclaim any beneficial ownership of any securities of the issuer held by the Fund Entities.
First Reserve GP IX, Inc. for itself as well as in the capacity of general partner of GP IX. GP IX is signing for Fund IX, as its general partner By Thomas R. Denison, Managing Director of First Reserve GP IX, Inc. 05/27/2003
Ben A. Guill By Thomas R. Denison, as attorney-in-fact (see previously filed power of attorney) 05/27/2003
Thomas J. Sikorski by Thomas R. Denison, as attorney-in-fact (see previously filed power of attorney) 05/27/2003
** 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.

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