Statement of Changes in Beneficial Ownership (4)
May 19 2021 - 06:23PM
Edgar (US Regulatory)
FORM 4
[X] 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
|
OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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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 * Gordon Charles
R |
2. Issuer Name and Ticker or Trading
Symbol Aegion Corp [ AEGN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)__X__
Director _____
10% Owner
__X__ Officer (give title
below) _____ Other
(specify below)
President & CEO |
|
(Last)
(First)
(Middle)
17988 EDISON AVE |
3. Date of Earliest Transaction (MM/DD/YYYY)
5/17/2021
|
|
(Street)
CHESTERFIELD, MO 63005
(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 |
5/17/2021 |
|
A(1) |
|
146855 |
A |
(1) |
420306 |
D |
|
|
Common Stock |
5/17/2021 |
|
D(2) |
|
420306 |
D |
(2) |
0 |
D |
|
|
Common Stock |
5/17/2021 |
|
D(2) |
|
5455 |
D |
(2) |
0 |
I |
Individual Retirement
Account |
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 |
| Explanation of
Responses: |
| (1) |
Represents shares of Common
Stock (each, a "Share"), par value $0.01 per share, of Aegion
Corporation (the "Company") that are subject to performance units
("PUs"). On May 17, 2021, Carter Acquisition, Inc., a Delaware
corporation ("Merger Sub") and a wholly-owned subsidiary of Carter
Intermediate, Inc., a Delaware corporation ("Parent"), merged with
and into the Company, with the Company continuing as the surviving
corporation (the "Merger"), pursuant to the previously announced
Agreement and Plan of Merger, dated February 16, 2021 and amended
on March 13, 2021 and April 13, 2021 (the "Merger Agreement") among
Parent, Merger Sub and the Company. Pursuant to the Merger
Agreement, each PU outstanding immediately prior to the
consummation of the Merger became fully vested based on the greater
of target and actual performance (as applicable). |
| (2) |
At the effective time of the
Merger: (a) each outstanding Share was cancelled and thereafter
entitled the Reporting Person to receive $30 in cash without
interest and less any applicable tax withholdings (the "Merger
Consideration") and (b) each restricted stock unit, PU, and
deferred stock unit (each a "Stock Unit") outstanding immediately
prior to the consummation of the Merger became fully vested (to the
extent unvested) and was canceled and converted into the right to
receive, for each Share subject to such then-vested Stock Unit, the
Merger Consideration. |
Reporting
Owners
|
|
Reporting Owner Name / Address |
Relationships
|
|
Director |
10% Owner |
Officer |
Other |
Gordon Charles R
17988 EDISON AVE
CHESTERFIELD, MO 63005 |
X |
|
President & CEO |
|
Signatures
|
|
/s/ Mark A. Menghini, as Attorney-in-Fact for
Charles R. Gordon |
|
5/19/2021 |
| **Signature of
Reporting Person |
Date |
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