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 *
Dvorak Robert F
   2. Issuer Name and Ticker or Trading Symbol
Edgen Group Inc. [EDG] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
See Remarks
(Last)
(First)
(Middle)
P.O. BOX 778		 3. Date of Earliest Transaction (Month/Day/Year)
05/02/2012
(Street)

PAMPA, TX 79066-0778		 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   91,957 A $ 0 91,957 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Options (right to buy) (2) $ 4.69 05/02/2012   A   67,677     (2)   (2) Class A Common Stock 67,677 $ 0 67,677 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Dvorak Robert F
P.O. BOX 778
PAMPA, TX 79066-0778		       See Remarks  

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 a grant of restricted shares of Class A common stock ("Class A Common Stock"), par value $0.0001 per share, of Edgen Group Inc. ("Edgen"), of which 18,391.49 shares are vested. 47,977.81 of Mr. Dvorak'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. 25,588.16 of Mr. Dvorak's unvested restricted shares of Class A Common Stock vest 20% on each of the first five anniversaries of April 4, 2011, subject to his continued employment with Edgen.
(2) Represents a grant of options to buy shares of Class A Common Stock, of which 13,535.30 options are vested. Mr. Dvorak's unvested options vest 20% on each of the first five anniversaries of August 19, 2010, subject to his continued employment with Edgen. Mr. Dvorak's options expire on August 19, 2017.
 
Remarks:
President - OCTG Segment, Bourland & Leverich

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