Ownership Submission
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, 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 *
  Hayes Katherine M
 2. Date of Event Requiring Statement (Month/Day/Year)
04/24/2014		 3. Issuer Name and Ticker or Trading Symbol
Great Lakes Dredge & Dock CORP [GLDD]
(Last)
(First)
(Middle)
C/O GREAT LAKES DREDGE & DOCK CORP., 2122 YORK ROAD		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Interim CFO
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

OAK BROOK, IL 60523		 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 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 9,234 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: 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)   (2) 05/20/2018 Common Stock 3,811 $ 5.41 D  
Employee stock option (right to buy)   (3) 05/13/2019 Common Stock 3,659 $ 3.82 D  
Employee stock option (right to buy)   (4) 05/27/2020 Common Stock 4,065 $ 5.7 D  
Employee stock option (right to buy)   (5) 06/27/2021 Common Stock 12,203 $ 5.33 D  
Employee stock option (right to buy)   (6) 06/06/2022 Common Stock 13,865 $ 6.45 D  
Employee stock option (right to buy)   (7) 05/07/2023 Common Stock 11,239 $ 7.56 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hayes Katherine M
C/O GREAT LAKES DREDGE & DOCK CORP.
2122 YORK ROAD
OAK BROOK, IL 60523		       Interim CFO  

Signatures

/s/ Katherine M. Hayes 05/05/2014
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Of these shares, 8,210 are represented by restricted stock units. 2,502 vest on June 27, 2014, 2,842 vest on June 6, 2015 and 2,866 vest on May 7, 2016.
(2) One-third of the options became exercisable on 05/20/2009, one-third became exercisable on 05/20/2010 and one-third became exercisable on 05/20/2011.
(3) One-third of the options became exercisable on 05/13/2010, one-third became exercisable on 05/13/2011 and one-third became exercisable on 05/13/2012.
(4) One-third of the options became exercisable on 05/27/2011, one-third became exercisable on 05/27/2012 and one-third became exercisable on 05/27/2013.
(5) One-third of the options became exercisable on 06/27/2012, one-third became exercisable on 06/27/2013 and one-third will become exercisable on 06/27/2014.
(6) One-third of the options became exercisable on 06/06/2013, one-third will become exercisable on 06/06/2014 and one-third will become exercisable on 06/06/2015.
(7) One-third of the options will become exercisable on 05/07/2014, one-third will become exercisable on 05/07/2015 and one-third will become exercisable on 05/07/2016.

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