Statement of Changes in Beneficial Ownership (4)
December 30 2019 - 10:48AM
Edgar (US Regulatory)
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
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1. Name and Address of Reporting Person
*
SILVESTRO FRANK B |
2. Issuer Name and Ticker or Trading Symbol
ECOLOGY & ENVIRONMENT INC
[
EEI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Executive Vice President |
(Last)
(First)
(Middle)
368 PLEASANT VIEW DRIVE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/30/2019 |
(Street)
LANCASTER, NY 14086
(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
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class B Common Stock (1)(2) | 12/30/2019 | | D(3) | | 292052 | D | $15.00 (3) | 0 | D | |
Class A Common Stock | 12/30/2019 | | D(3) | | 4000 | D | $15.00 (3) | 4000 | D | |
Class A Common Stock | 12/30/2019 | | D(3) | | 1000 | D | $15.00 (3) | 0 | I (4) | by spouse (4) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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) | Reporting person is a party to an Agreement dated May 12, 1970 among Messrs. Gerhard J. Neumaier, Frank B. Silvestro, Gerald A. Strobel and Ronald L. Frank, whereby none of the shares subject to the Agreement may be sold without the seller first granting the others a right of first refusal. In addition, certain of the shares of Class B Common Stock owned by certain members of their families and a former spouse are subject to this right of first refusal. This is not an admission that the reporting person is the beneficial owner of the shares held in the name of others nor is this an admission that a majority of shares held by the reporting person are subject to the Agreement. |
(2) | Class B Common Stock is convertible one-for-one into Class A Common Stock |
(3) | On August 28, 2019 the Issuer entered into an Agreement and Plan of Merger (the"Merger Agreement")with WSP Global inc., a Canadian corporation (the "Parent") and Everest Acquisition Corp., a New York corporation and a direct subsidiary of the Parent) the "Merger Sub"). Pursuant to the terms of the Merger Agreement and the Merger (as defined in the Merger Agreement), each share of the Issuer's common stock (the "Company Common Stock") held by the Reporting Person was acquired, at a purchase price of $15.00 per share (the "Price Per Share") in cash |
(4) | The reporting person disclaims beneficial ownership of these securities owned by his wife |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
SILVESTRO FRANK B 368 PLEASANT VIEW DRIVE LANCASTER, NY 14086 | X |
| Executive Vice President |
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Signatures
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Frank B. Silvestro | | 12/20/2019 |
**Signature of Reporting Person | Date |
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