UNITED STATES

OMB APPROVAL

SECURITIES AND EXCHANGE COMMISSION

OMB Number:   3235-145

Washington, D.C. 20549

Expires:   February 28, 2009

Estimated average burden

SCHEDULE 13D/A

hours per response 15

This Amendment No. 2 to Schedule 13D (this “Amendment”) amends the Schedule 13D filed on August 11, 2008 (the “Initial Filing”), as amended by Amendment No. 1 to Schedule 13D filed on August 14, 2008, by Brian Pratt (“B. Pratt”), Barbara Pratt, the Pratt Family Trust, the Pratt Family Bypass Trust, Arline Pratt (“A. Pratt”), the Summers Family Trust, Scott E. Summers (“S. Summers”), John P. Schauerman (“ J. Schauerman”), John C. Pratt (“J. Pratt”), Timothy R. Healy (“T. Healy”), Gregory N. Pratt (“GN. Pratt”), Alfons Theeuwes (“A. Theeuwes”), Donald K. Brown (“D. Brown”), the Anthony L. Leggio Separate Property Trust dated June 2, 1997 (“Leggio Trust”), Anthony L. Leggio (“A. Leggio”), Geoff B. Pratt (“GB. Pratt”), Kenneth J. Borja (“K. Borja”), the David J. Baker and Janice M. Baker Revocable Living Trust dated 12/8/1994 (“Baker Trust”), David J. Baker (“D. Baker”), Janice M. Baker (“J. Baker”), Darryl Oscars (“D. Oscars”), Donald Trisch (“D. Trisch”), Linda Trisch (“L. Trisch”), the Perisich Family Trust dated July 11, 2007 (“Perisich Trust”), John M. Perisich (“J. Perisich”), Combustion Automation Ltd., an Albert corporation (“Combustion”) and Roger Newnham (“R. Newnham”), relating to the common stock, par value $.0001 (“Common Stock”) of Primoris Services Corporation, f/k/a Rhapsody Acquisition Corp., a Delaware corporation (the “Company”).

All capitalized terms used in this Amendment and not otherwise defined herein have the meanings ascribed to them in the Initial Filing.

Item 2.

Identity and Background.

Item 1 of the Initial Filing is hereby amended and restated in its entirety as follows:

(a)-(c) and (f).

This Statement is filed by:

(i) B. Pratt with respect to the Common Stock directly and beneficially owned by him, the Common Stock that is held solely in the name of his wife, Barbara Pratt, over which he has beneficial ownership, and the Common Stock beneficially owned by him by virtue of those certain revocable proxies granted to him on July 31, 2008 and an additional revocable proxy granted to him on March 25, 2009 (see Item 4 below). The principal business address of B. Pratt is 26000 Commercentre Drive, Lake Forest, California 92630. The principal occupation of B. Pratt is Chairman of the Board, Chief Executive Officer, President and Director of the Company. B. Pratt is a U.S. citizen;

(ii) Barbara Pratt with respect to the Common Stock directly and beneficially owned by her in her name. The principal business address of Barbara Pratt is c/o the Company, 26000 Commercentre Drive, Lake Forest, California 92630. The principal occupation of Barbara Pratt is as a private investor. Barbara Pratt is a U.S. citizen;

(iii) The Summers Family Trust, a trust formed in California, with respect to the Common Stock directly and beneficially owned by it; S. Summers is the trustee of the Summers Family Trust;

(iv) S. Summers with respect to the Common Stock beneficially owned by him by virtue of his position as the trustee of the Summers Family Trust. The principal business address of S. Summers is 26000 Commercentre Drive, Lake Forest, California 92630. The principal occupation of S. Summers is President, Underground Group, of ARB, Inc., a California corporation (“ARB”), which is a subsidiary of the Company. S. Summers is a U.S. citizen;

(v) J. Schauerman with respect to the Common Stock directly and beneficially owned by him. The principal business address of J. Schauerman is 26000 Commercentre Drive, Lake Forest, California 92630. The principal occupation of J. Schauerman is Executive Vice President, Corporation Development and Director of the Company. J. Schauerman is a U.S. citizen;

(vi) T. Healy with respect to the Common Stock directly and beneficially owned by him. The principal business address of T. Healy is 26000 Commercentre Drive, Lake Forest, California 92630. The principal occupation of T. Healy is President, ARB Industrial, a division of ARB. T. Healy is a U.S. citizen;

(vii) Mark A. Thurman (“M. Thurman”) with respect to the Common Stock directly and beneficially owned by him.  The principal business address of M. Thurman is 26000 Commercentre Drive, Lake Forest, California 92630.  The principal occupation of M. Thurman is President, ARB Structures, a division of ARB.  M. Thurman is a U.S. citizen.

Each of the foregoing parties identified above is referred to as a “Current Reporting Person” and collectively as the “Current Reporting Persons.” Each of the Current Reporting Persons is party to that certain Current Joint Filing Agreement (as defined below), as further described in Item 6 below. Accordingly, the Current Reporting Persons are hereby jointly filing this Statement.

On August 11, 2008, the Current Reporting Persons, other than M. Thurman, and each of the persons listed hereafter filed the Initial Filing: the Pratt Family Trust, the Pratt Family Bypass Trust, A. Pratt, J. Pratt, GN. Pratt, A. Theeuwes, D. Brown, the Leggio Trust, A. Leggio, GB. Pratt, K. Borja, the Baker Trust, D. Baker, J. Baker, D. Oscars, D. Trisch, L. Trisch, the Perisich Trust, J. Perisich, Combustion and R. Newnham (collectively, the “Prior Reporting Persons”).  On March 27, 2009, B. Pratt sent a letter to each of the Prior Reporting Persons, notifying them

that he was returning the revocable proxies granted by each of the Prior Reporting Persons, and agreed to forego his right to exercise any voting power over the shares of Common Stock beneficially owned by the Prior Reporting Persons, effective as of March 23, 2009.  As a result, the Prior Reporting Persons and the Current Reporting Persons are no longer deemed to have collectively acquired beneficial ownership of the Common Stock as a group, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), and have ceased their agreement to act together for purposes of acquiring, holding, voting or disposing of the Common Stock of the Company.  Consequently, as of March 23, 2009, the Prior Reporting Persons are no longer party to the Initial Filing, and any subsequent amendments thereto.  A form of the letter sent by B. Pratt to each of the Prior Reporting Persons, which returns the revocable proxy granted by each Prior Reporting Person to B. Pratt is attached hereto as Exhibit 1 and is incorporated herein by reference.

(d) No Current Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) No Current Reporting Person has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining further violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.

Source and Amount of Funds or Other Consideration

Item 3 of the Initial Filing is hereby amended by adding the following:

Under the terms of the Merger Agreement and the terms of certain termination agreements, as applicable, the Primoris stockholders and Primoris’s two foreign managers have the right to receive his, her or its proportional share of 2,500,000 additional shares of Common Stock in each of the fiscal years ending December 31, 2008 and 2009 (for an aggregate possible total for the two years of 5,000,000 shares of Common Stock) if the Company achieves specified EBITDA milestones.  For the fiscal year ended December 31, 2008, the Company achieved its EBITDA milestone for the period.  In connection therewith, each of the Primoris Holders’, Combustion’s and R. Newnham’s right to receive the additional shares based on the specified EBITDA milestones for the fiscal year ending December 31, 2008 (“2008 EBITDA Share”) became fixed and irrevocable on March 24, 2009, the date upon which the Company’s registered public accountants’ report on the financial statements of the Company for the fiscal year ended December 31, 2008 was filed with the Company’s Annual Report on Form 10-K.

Thus, the Current Reporting Persons acquired their respective 2008 EBITDA Shares in consideration of the conversion of their shares of common stock of Primoris for shares of Common Stock of the Company pursuant to the terms of the Merger Agreement.

Additionally, on March 19, 2009, B. Pratt acquired 200,000 shares of Common Stock through his broker in open market purchases.  B. Pratt purchased these shares of Common Stock using his own personal funds, for an aggregate purchase price of approximately $764,005, including brokerage commissions.

Item 4.

Purpose of Transaction.

Item 4 of the Initial Filing is hereby amended and restated in its entirety as follows:

B. Pratt is the direct and beneficial owner of 15,732,508 shares of Common Stock of the Company owned by him, the beneficial owner of 89,405 shares of Common Stock owned by his wife, Barbara Pratt and effective as of July 31, 2008, B. Pratt received three (3) year revocable proxies from each of the Current Reporting Persons and Prior Reporting Persons, other than Barbara Pratt and M. Thurman (collectively the “Proxy Grantors”) expiring on July 31, 2011 (“Proxies”) in favor of him to vote, or to execute and deliver written consents, or otherwise act with respect to, all shares of the Company’s Common Stock then owned or thereafter acquired by each of the Proxy Grantors. On March 25, 2009, M. Thurman granted a three (3) year revocable proxy expiring on March 25, 2009 (“Thurman Proxy”) in favor of B. Pratt, for B. Pratt to vote, or execute and deliver written consents, or otherwise act with respect to, all shares of the Company’s Common Stock then owned or thereafter acquired by M. Thurman. 

On March 27, 2009, B. Pratt sent a letter to each of the Prior Reporting Persons notifying them that he was returning the Proxies granted by each of the Prior Reporting Persons, and agreed to forego his right to exercise any voting power over the shares of Common Stock beneficially owned by the Prior Reporting Persons, effective as of March 23, 2009.  As a result, the Prior Reporting Persons and the Current Reporting Persons are no longer deemed to have collectively acquired beneficial ownership of the Common Stock as a group, for purposes of Section 13(d) of the Exchange Act, and have ceased their agreement to act together for purposes of acquiring, holding, voting or disposing of the Common Stock of the Company.

As a result of the foregoing, with the Proxies remaining from the Current Reporting Persons, other than Barbara Pratt and M. Thurman (“Current Proxy Grantors”), and the Thurman Proxy, B. Pratt has the power to vote approximately 58.6% of the Common Stock of the Company, and for purposes of the rules of the National Association of Securities Dealers’ Nasdaq Stock Market (“Nasdaq”), the Company will be deemed a Controlled Company as defined below. A form of the Proxy that was granted by the Current Proxy Grantors, as well as a copy of the Thurman Proxy, are attached hereto as Exhibit 2 and Exhibit 3, respectively, and are incorporated herein by reference.

The underlying purpose for the Current Proxy Grantors granting the Proxies and M. Thurman granting the Thurman Proxy in favor of B. Pratt was to enable the Company to take advantage of certain exemptions from the Nasdaq listing standards available to Controlled Companies. The Common Stock of the Company is listed on the Nasdaq Global Market. The Nasdaq Rules require public companies with securities listed on the Nasdaq to have (i) a board of directors consisting of a majority of independent directors, (ii) directors recommended to the board of directors by an independent nominating committee or the independent directors of the company, and (iii) executive officer compensation recommended by an independent compensation committee or the independent directors of the company. However, these requirements do not apply if the public company is a Controlled Company.  As of March 17, 2009 the Board of Directors of the Company determined that five of the eight directors were independent under the applicable Nasdaq Rules.

A “Controlled Company” is a company listed on the Nasdaq for which more than fifty percent of the voting power is held by an individual, a group or another company. The Current Reporting Persons collectively have the power to vote approximately 58.6% of the Common Stock of the Company. B. Pratt, through the shares of Common Stock held by him and his wife and with the Proxies granted by the Current Proxy Grantors and with the Thurman Proxy, currently has the power to vote approximately 58.6% of the Common Stock of the Company. As a result, the group formed by B. Pratt, Barbara Pratt, M. Thurman and the Current Proxy Grantors comprise a group in which more than fifty percent of the voting power of the Company is held, making the Company a Controlled Company under the Nasdaq Rules.

Additionally, the Current Proxy Grantors and Mr. Thurman desired to consolidate their voting power in B. Pratt so as to allow B. Pratt to more efficiently run and operate the Company.

As noted in Item 6 below, on July 31, 2008, B. Pratt, J. Schauerman, the Summers Trust and T. Healy entered into a voting agreement with Eric Rosenfeld, a founding member of the Company. The voting agreement provides that each of the parties thereto will vote their shares of Common Stock in favor of the election of such persons as directors of the Company in specified classes in all elections prior to the annual meeting that will be held in 2011. Directors B. Pratt, Peter Moerbeek, J. Schauerman, Stephen Cook and Thomas Tucker were designees of the former Primoris stockholders, and directors Eric Rosenfeld and David Sgro were designees of Mr. Rosenfeld. During the three-year period following the closing of the Merger, Mr. Rosenfeld will be entitled to appoint a person to be an observer at board meetings of the Company and to receive all information distributed to the board members while acting in such capacity. During such period, Mr. Rosenfeld may appoint the person then serving as observer for election to the board in place of its then-designee and the then-designee shall serve as observer for the balance of the period. Arnaud Ajdler, who was one of the Company’s directors immediately prior to the Merger, is initially serving as observer. It is anticipated that at some point during the term being served by Mr. Sgro as a director, Mr. Ajdler will be designated to replace Mr. Sgro as a director and Mr. Sgro will thereafter serve as observer for the balance of the three-year period.

Pursuant to the terms of the Merger Agreement, following the Merger, the board of directors of the Company is required to declare and pay annual dividends on the Common Stock at a rate of not less than $0.10 per share; provided, however, that the board of directors shall not declare any such dividend unless, at the time of declaration, there is adequate surplus for such declaration under the Delaware General Corporation Law or if the board of directors, in the exercise of their business judgment, believes that it would be prudent to cancel or modify the dividend payment.  On August 8, 2008, the Company's board of directors declared a cash dividend of $0.025 per share on the Company's outstanding shares of Common Stock, payable to stockholders of record as of September 23, 2008. These dividends were paid on October 10, 2008. On November 10, 2008, a cash dividend of $0.025 per share was declared, payable to stockholders of record as of December 23, 2008. These dividends were paid on January 6, 2009. On March 16, 2009, a cash dividend of $0.025 per share was declared, payable to stockholders of record as of March 31, 2009 with an anticipated distribution date on or about April 15, 2009.

As noted in Item 3 above, pursuant to the terms of the Merger Agreement, the former Primoris stockholders and the two foreign managers have the right to receive 2,500,000 additional shares of Common Stock for each of the fiscal years ending December 31, 2008 and 2009 if the Company achieves specified EBITDA milestones. For the fiscal year ended December 31, 2008, the Company achieved its EBITDA milestone for the period.  In connection therewith, each of the Primoris Holders’, Combustion’s and R. Newnham’s right to receive the 2008 EBITDA Shares became fixed and irrevocable on March 24, 2009, the date upon which the Company’s registered public accountants’ report on the financial statements of the Company for the fiscal year ended December 31, 2008 was filed with the Company’s Annual Report on Form 10-K.

Except as set forth in this Item 4, none of the Reporting Persons have any present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Exchange Act. However, each reserves the right to formulate such plans or proposals, and to take such action with respect to any or all of such matters and any other matters as they may determine.

Item 5.

Interest in Securities of the Issuer.

Item 5 of the Initial Filing is hereby amended and restated in its entirety as follows:

(a) As of March 24, 2009, the Current Reporting Persons have the following beneficial ownerships in the Common Stock:

(i) B. Pratt was the beneficial owner of 19,028,549 shares of Common Stock (which represents approximately 58.6% of the outstanding shares of Common Stock, based on information reported in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 24, 2009). Such shares of Common Stock beneficially owned by B. Pratt represents 15,732,508 shares of Common Stock that are owned by B. Pratt in his name and 89,405 shares of Common Stock that are owned by his spouse, Barbara Pratt. In addition, Mr. Pratt has the power to vote an additional 3,206,636 shares of Common Stock pursuant to the Proxies granted by the Current Proxy Grantors and the Thurman Proxy.

(ii) Barbara Pratt was the beneficial owner of 89,405 shares of Common Stock (which represents approximately 0.3% of the outstanding shares of Common Stock, based on information reported in the Company’s Annual Report on Form 10-K filed with the SEC on March 24, 2009).

(iii) The Summers Family Trust was the beneficial owner of 1,352,986 shares of Common Stock (which represents approximately 4.2% of the outstanding shares of Common Stock, based on information reported in the Company’s Annual Report on Form 10-K filed with the SEC on March 24, 2009).

(iv) Pursuant to Rule 13d-3 of the Exchange Act, S. Summers is deemed the beneficial owner of the shares of Common Stock held by the Summers Family Trust due to his position as trustee of such trust.

(v) J. Schauerman was the beneficial owner of 1,281,462 shares of Common Stock (which represents approximately 3.9% of the outstanding shares of Common Stock, based on information reported in the Company’s Annual Report on Form 10-K filed with the SEC on March 24, 2009).

(vi) T. Healy was the beneficial owner of 518,454 shares of Common Stock (which represents approximately 1.6% of the outstanding shares of Common Stock, based on information reported in the Company’s Annual Report on Form 10-K filed with the SEC on March 24, 2009).

(vii) M. Thurman was the beneficial owner of 53,643 shares of Common Stock (which represents approximately 0.2% of the outstanding shares of Common Stock, based on information reported in the Company’s Annual Report on Form 10-K filed with the SEC on March 24, 2009).

(viii) The Current Reporting Persons, collectively, comprise a group within the meaning of Section 13(d)(3) of the Exchange Act, and such group was the beneficial owner of 19,028,549 shares of Common Stock (which represents approximately 58.6% of the outstanding shares of Common Stock, based on information reported in the Company’s Annual Report on Form 10-K filed with the SEC on March 24, 2009).

Shared Voting
Power

Sole Voting
Power

Shared
Dispositive
Power

Sole
Dispositive
Power

B. Pratt

3,296,041

15,732,508

89,405

15,732,508

Barbara Pratt

89,405

0

89,405

0

Summers Family Trust

1,352,986

0

0

1,352,986

S. Summers

1,352,986

0

0

1,352,986

J. Schauerman

1,281,462

0

0

1,281,462

T. Healy

518,545

0

0

518,545

M. Thurman

53,643

53,643

Name of Reporting Person

Number of
Shares Acquired

B. Pratt

1,460,108

Barbara Pratt

8,405

Summers Family Trust

127,186

S. Summers (1)

127,186

J. Schauerman

120,462

T. Healy

48,745

M. Thurman

5,043

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 7.

Material to be Filed as Exhibits.

Exhibit

Description

1

Form of Letter, dated March 27, 2009, sent to certain proxy grantors from Brian Pratt

2

Form of Revocable Three (3) Year Proxy granted in favor of Brian Pratt expiring July 31, 2011

3

Form of Revocable Three (3) Year Proxy granted in favor of Brian Pratt expiring March 25, 2012

4

Joint Filing Agreement, dated as of March 31, 2009 entered into by and among the Current Reporting Persons

5

Form of Power of Attorney

6

Form of Lock-Up Agreement by and among Rhapsody Acquisition Corp. and the former stockholders and foreign managers of Primoris Corporation (Filed as an exhibit to the Company’s Registration Statement on Form S-4 (File No. 333-150343) filed with the Securities and Exchange Commission on April 21, 2008 and incorporated herein by reference)

7

Form of Escrow Agreement among Rhapsody Acquisition Corp., Brian Pratt, as Representative, and Continental Stock Transfer & Trust Company, as Escrow Agent (Attached as an annex to the Company’s Registration Statement on Form S-4/A (File No. 333-150343) filed with the Securities and Exchange Commission on July 9, 2008 and incorporated herein by reference)

8

Form of Voting Agreement dated as of July 31, 2008 among the Rhapsody Acquisition Corp., Eric S. Rosenfeld, Brian Pratt, John P. Schauerman, the Scott E. Summers and Sherry L. Summers Family Trust Dated August 21, 2001, and Timothy R. Healy (Filed as an Exhibit to the Company’s Current Report on Form 8-K (File No. 001-34145) filed with the Securities and Exchange Commission on August 6, 2008 and incorporated herein by reference)

Dated: March 31, 2009

/s/ Brian Pratt

Brian Pratt

/s/ Barbara Pratt

Barbara Pratt

Summers Family Trust

By:

/s/ Scott E. Summers

Scott E. Summers, Trustee

/s/ Scott E. Summers

Scott E. Summers

/s/ John P. Schauerman

.

John P. Schauerman

/s/ Timothy R. Healy

Timothy R. Healy

/s/ Mark A. Thurman

Mark A. Thurman

Exhibit

Description

1

Form of Letter, dated March 27, 2009, sent to certain proxy grantors from Brian Pratt

2

Form of Revocable Three (3) Year Proxy granted in favor of Brian Pratt expiring July 31, 2011

3

Form of Revocable Three (3) Year Proxy granted in favor of Brian Pratt expiring March 25, 2012

4

Joint Filing Agreement, dated as of March 31, 2009 entered into by and among the Current Reporting Persons

5

Form of Power of Attorney

6

Form of Lock-Up Agreement by and among Rhapsody Acquisition Corp. and the former stockholders and foreign managers of Primoris Corporation (Filed as an exhibit to the Company’s Registration Statement on Form S-4 (File No. 333-150343) filed with the Securities and Exchange Commission on April 21, 2008 and incorporated herein by reference)

7

Form of Escrow Agreement among Rhapsody Acquisition Corp., Brian Pratt, as Representative, and Continental Stock Transfer & Trust Company, as Escrow Agent (Attached as an annex to the Company’s Registration Statement on Form S-4/A (File No. 333-150343) filed with the Securities and Exchange Commission on July 9, 2008 and incorporated herein by reference)

8

Form of Voting Agreement dated as of July 31, 2008 among the Rhapsody Acquisition Corp., Eric S. Rosenfeld, Brian Pratt, John P. Schauerman, the Scott E. Summers and Sherry L. Summers Family Trust Dated August 21, 2001, and Timothy R. Healy (Filed as an Exhibit to the Company’s Current Report on Form 8-K (File No. 001-34145) filed with the Securities and Exchange Commission on August 6, 2008 and incorporated herein by reference)