Statement of Changes in Beneficial Ownership (4)

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

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * Gupta Vivek	2. Issuer Name and Ticker or Trading Symbol Mastech Digital, Inc. [ MHH ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) President and CEO
(Last)          (First)          (Middle) C/O MASTECH DIGITAL, INC., 1305 CHERRINGTON PKWY, BLDG 210, STE 400	3. Date of Earliest Transaction (MM/DD/YYYY) 5/26/2020
(Street) MOON TOWNSHIP, PA 15108 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ 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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	5/26/2020		M		2818	A	$3.63	2818	D
Common Stock	5/26/2020		S		2818	D	$17.7925 (1)	0	D
Common Stock	5/27/2020		M		4585	A	$3.63	4585	D
Common Stock	5/27/2020		S		4585	D	$18.0056 (2)	0	D
Common Stock	5/27/2020		M		1459	A	$3.63	1459	D
Common Stock	5/27/2020		S		1459	D	$18.6448 (3)	0	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 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
Employee Stock Option (Right to Buy)	$3.63	5/26/2020		M			2818	(4)	3/1/2026	Common Stock	2818	$0.00	378408 (5)	D
Employee Stock Option (Right to Buy)	$3.63	5/27/2020		M			4585	(4)	3/1/2026	Common Stock	4585	$0.00	373823 (5)	D
Employee Stock Option (Right to Buy)	$3.63	5/27/2020		M			1459	(4)	3/1/2026	Common Stock	1459	$0.00	372364 (5)	D

Explanation of Responses:
(1)	The prices reported in Column 4 are weighted average prices. These shares were sold in multiple transactions at prices ranging from $17.50 to $18.20, inclusive. The reporting person undertakes to provide to Mastech Digital, Inc., any security holder of Mastech Digital, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (1) to this Form 4.
(2)	The prices reported in Column 4 are weighted average prices. These shares were sold in multiple transactions at prices ranging from $17.50 to $18.49, inclusive. The reporting person undertakes to provide to Mastech Digital, Inc., any security holder of Mastech Digital, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (2) to this Form 4.
(3)	The prices reported in Column 4 are weighted average prices. These shares were sold in multiple transactions at prices ranging from $18.50 to $18.77, inclusive. The reporting person undertakes to provide to Mastech Digital, Inc., any security holder of Mastech Digital, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (3) to this Form 4.
(4)	50,000 shares vested on March 1, 2017 and thereafter vest in equal 50,000 share installments through July 26, 2021.
(5)	This amount has been adjusted pursuant to a stock split declared by Mastech Digital, Inc. on July 24, 2018.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Gupta Vivek C/O MASTECH DIGITAL, INC. 1305 CHERRINGTON PKWY, BLDG 210, STE 400 MOON TOWNSHIP, PA 15108	X		President and CEO

Signatures
/s/ James J. Barnes, attorney in fact		5/28/2020
**Signature of Reporting Person		Date