Item 9.01>>>>>>>>>>>>>>Financial Statements and Exhibits

EXHIBITS INDEX

Item 4.01 Changes in Registrant’s Certifying Accountant

(a) Dismissal of independent registered public accounting firm.

The Audit Committee (the “Committee”) of the Board of Directors of Orion Group Holdings, Inc. (the “Company”) chose not to retain Ernst & Young LLP (“EY”) services as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017. EY has served in the capacity of the Company’s independent registered public accounting firm since May 19, 2016. On April 3, 2017, with the approval of the Committee, the Company notified EY of its dismissal as the Company’s independent registered public accounting firm.

The reports of EY on the Company’s consolidated financial statements for the fiscal year ended December 31, 2016 did not contain an adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles. In connection with the audit of the Company’s consolidated financial statements for the fiscal year ended December 31, 2016 there were no disagreements with EY on any matters of accounting principles or practices, financial statement disclosure or auditing scope and procedures which, if not resolved to the satisfaction of EY, would have caused EY to make reference to the matter in their report. There were no “reportable events” (as that term is described in Item 304(a)(1)(v) of Regulation S-K) during the fiscal year ended December 31, 2016.

The Company provided EY with a copy of this Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission (“SEC”) and requested that EY furnish it with a letter addressed to the SEC stating whether it agrees with the above statements in Item 4.01(a). A copy of EY’s letter, dated April 5, 2017, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

(b) Appointment of new independent registered public accounting firm.

On March 30, 2017, the Committee recommended the appointment of KPMG, LLP (“KPMG”) as the Company’s new independent registered public accounting firm commencing with the quarter ending March 31, 2017 and for the fiscal year ending December 31, 2017.

In connection with the Company’s appointment of KPMG as the Company’s independent registered public accounting firm, the Company has not consulted with KPMG on any matter relating to either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements; or (ii) any matter that was the subject of a “disagreement” (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or any “reportable event” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

Item 9.01 Financial Statements and Exhibits

Exhibit:

16.1 Letter to Securities and Exchange Commission from Ernst & Young LLP dated April 5, 2017.

About ORION GROUP HOLDINGS, INC. (NYSE:ORN)

Orion Group Holdings, Inc., formerly Orion Marine Group, Inc., is engaged in the heavy civil construction project management business. The Company specializes in marine construction. It provides a range of heavy civil marine construction services to federal agencies, state and municipal governments, and private commercial and industrial customers. Its heavy civil marine construction and project management services include new construction, dredging, repair and maintenance, and other related specialty services. The Company provides its heavy civil marine construction services on, over and under the water in the continental United States, Alaska, Canada and the Caribbean Basin. It provides heavy civil marine construction services through projects that are obtained primarily through a competitive bid or contract process.

ORION GROUP HOLDINGS, INC. (NYSE:ORN) Recent Trading Information

ORION GROUP HOLDINGS, INC. (NYSE:ORN) closed its last trading session up +0.08 at 7.39 with 172,029 shares trading hands.