| 1) | Name of Reporting Persons |
| 2) | Check the Appropriate Box if a Member of a Group. |
| 3) | Securities and Exchange Commission use only |
| 4) | Citizenship or Place of Organization. |
|
5)
|
Sole Voting Power
|
Class A(2)
|
Class B(1)
|
||
|
122,078
|
115,558
|
||||
|
6)
|
Shared Voting Power
|
Class A
|
Class B
|
||
|
-0-
|
-0-
|
||||
|
7)
|
Sole Dispositive Power
|
Class A(2)
|
Class B
|
||
|
8,320
|
-0-
|
||||
|
8)
|
Shared Dispositive Power(4)
|
Class A(3)
|
Class B(1)
|
||
|
115,558
|
115,558
|
|
(1)
|
Class B Stock is convertible into Class A Stock on a one-for-one basis.
|
| (2) | Includes 2 shares of Class A Common Stock owned by a Partnership in which Ms. Shelly is a general partner. Does not include any shares of Common Stock owned by Ms. Shelly’s spouse. |
| (3) | Does not include 3,400 shares of Class A Common Stock held in equal amounts by Ms. Shelly as Custodian for her two children, as to which she disclaims beneficiary ownership. |
| (4) | Messrs. Gerhard J. Neumaier (deceased, 2013), Frank B. Silvestro, Ronald L. Frank, and Gerald A. Strobel entered into a Stockholders’ Agreement dated May 12, 1970, as amended January 24, 2011, which governs the sale of certain shares of Ecology and Environment, Inc. common stock (now classified as Class B Common Stock) owned by them, certain children of those individuals and any such shares subsequently transferred to their spouses and/or children outright or in trust for their benefit upon the demise of a signatory to the Agreement (“Permitted Transferees”). The Agreement provides that prior to accepting a bona fide offer to purchase some or all of their shares of Class B Common Stock governed by the Agreement, that the selling party must first allow the other signatories to the Agreement (not including any Permitted Transferee) the opportunity to acquire on a pro rata basis, with right of over-allotment, all of such shares covered by the offer on the same terms and conditions proposed by the offer. |
| 9) | Aggregate Amount Beneficially Owned by Reporting Person: |
|
Class A(2)(3)
|
Class B
|
|
|
122,078
|
115,558
|
| 10) | Check box if the aggregate amount in Row 9 excludes certain shares. ☐ |
| 11) | Percent of Class Represented by Amount in Row 9: |
|
Class A
|
Class B
|
|
|
Common Stock(2)(3)
|
Common Stock
|
|
|
4.4%
|
7.0%
|
| 12) | Type of Reporting Person: |
| Item 1(a): | Name of Issuer: |
| Item 1(b): | Address of Issuer's Principal Executive Offices: |
| Item 2(a): | Name of Person Filing: |
| Item 2(b): | Address of Principal Business Office: |
| Item 2(c): | Citizenship: |
| Item 2(d): | Title of Class of Securities: |
| Item 2(e): | CUSIP Number: |
| Item 3: | Not Applicable |
| Item 4(a): | Amount Beneficially Owned: (1)(2)(3)(4)(5)(6) |
|
Class A
|
Class B
|
|
|
122,078
|
115,558
|
|
| Item 4(b): | Percent of Class: |
|
Class A
|
Class B
|
|
|
4.4%
|
7.0%
|
| Item 4(c)(i): | Sole Power to Vote or to direct the vote: |
|
Class A
|
Class B
|
|
|
122,078
|
115,558
|
|
| Item 4(c)(ii): | Shared Power to Vote or to direct the vote: |
|
Class A
|
Class B
|
|
|
-0-
|
-0-
|
|
Item 4(c)(iii):
|
Sole Power to dispose or to direct the disposition of:
|
|
Class A
|
Class B
|
|
|
8,320
|
-0-
|
| Item 4(c)(iv): | Shared Power to dispose or to direct the disposition of: |
|
Class A
|
Class B
|
|
|
115,558
|
115,558
|
| (1) | Class B Stock is convertible into Class A Stock on a one-for-one basis. |
| (2) | The Filing Person is deemed to be the beneficial owner of securities that may be acquired within 60 days through the exercise of exchange or conversion rights. The shares of Class A Common Stock issuable upon conversion by any such shareholder are not included in calculating the number of shares or percentage of Class A Common Stock beneficially owned by any other shareholder. Moreover, the table does not give effect to any shares of Class A Common Stock that may be issued pursuant to the Company's Incentive Stock Option Plan, none of which have been granted to the Filing Person. |
| (3) | Does not include 3,400 shares of Class A Common Stock held in equal amounts by Ms. Shelly as Custodian for her two children, as to which she disclaims beneficial ownership. |
| (4) | Messrs. Gerhard J. Neumaier (deceased, 2013), Frank B. Silvestro, Ronald L. Frank, and Gerald A. Strobel entered into a Stockholders’ Agreement dated May 12, 1970, as amended January 24, 2011, which governs the sale of certain shares of Ecology and Environment, Inc. common stock (now classified as Class B Common Stock) owned by them, certain children of those individuals and any such shares subsequently transferred to their spouses and/or children outright or in trust for their benefit upon the demise of a signatory to the Agreement (“Permitted Transferees”). The Agreement provides that prior to accepting a bona fide offer to purchase some or all of their shares of Class B Common Stock governed by the Agreement, that the selling party must first allow the other signatories to the Agreement (not including any Permitted Transferee) the opportunity to acquire on a pro rata basis, with right of over-allotment, all of such shares covered by the offer on the same terms and conditions proposed by the offer. |
| (5) | There are 2,646,927 shares of Class A Common Stock outstanding and 1,643,773 shares of Class B Common Stock outstanding as of December 31, 2013. |
| (6) | Includes 2 shares of Class A Common Stock owned by a Partnership in which Ms. Shelly is a general partner. Does not include any shares of Common Stock owned by Ms. Shelly’s spouse. |
| Item 5: | Ownership of Five Percent or Less of a Class: |
| Item 6: | Ownership of More than Five Percent on Behalf of Another Person: |
| Item 7: | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: |
|
Item 8:
|
Identification and Classification of Members of the Group:
|
|
Item 9:
|
Notice of Dissolution of Group:
|
|
Item 10:
|
Certification:
|
|
Date:
|
April 5, 2016
|
|
Signature:
|
s/Kirsten Shelly
|
|
Name/Title:
|
Kirsten Shelly
|