Statement of Changes in Beneficial Ownership (4)
May 19 2021 - 06:26PM
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
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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
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1. Name
and Address of Reporting Person * CORTINOVIS STEPHEN
P |
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
_____ Officer (give title
below) _____ Other
(specify below)
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(Last)
(First)
(Middle)
17988 EDISON AVE |
3. Date of Earliest Transaction (MM/DD/YYYY)
5/17/2021
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(Street)
CHESTERFIELD, MO 63005
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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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 |
|
D(1)(2) |
|
55739 |
D |
(1)(2) |
0 |
D |
|
Common Stock |
5/17/2021 |
|
D(1)(2) |
|
2800 |
D |
(1)(2) |
0 |
I |
By Spouse in Individual Retirement
Account |
Common Stock |
5/17/2021 |
|
D(1)(2) |
|
26677 |
D |
(1)(2) |
0 |
I |
By Trust (3) |
Common Stock |
5/17/2021 |
|
D(1)(2) |
|
15200 |
D |
(1)(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) |
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 Aegion Corporation
(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. |
(2) |
Pursuant to the Merger
Agreement, at the effective time of the Merger: (a) each
outstanding share of Common Stock (each, a "Share"), par value
$0.01 per share, of the Company 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 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. |
(3) |
Shares held in a trust of
reporting person's spouse, to which reporting person is the primary
beneficiary. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
CORTINOVIS STEPHEN P
17988 EDISON AVE
CHESTERFIELD, MO 63005 |
X |
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|
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Signatures
|
/s/ Mark A. Menghini, as Attorney-in-Fact for
Stephen P. Cortinovis |
|
5/19/2021 |
**Signature of
Reporting Person |
Date |
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