SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Gordon Charles R.
(Last) (First) (Middle)
17988 EDISON AVE.
(Street)
CHESTERFIELD MO 63005
(City) (State) (Zip)
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
3. Date of Earliest Transaction (Month/Day/Year)
10/08/2014
4. If Amendment, Date of Original Filed (Month/Day/Year)
 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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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(1) 10/08/2014 A 0(3) A $0 2,919 D
Common Stock(2) 10/08/2014 A 0(4) A $0 2,919 D
Deferred Stock Units(5) 19,062 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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. Grant of restricted stock, with a nominal value of $750,000, pursuant to the Company's 2013 Employee Equity Incentive Plan; award subject to cliff vesting on March 25, 2017.
2. Grant of restricted stock, with a nominal value of $1.4 million, pursuant to the Company's 2013 Employee Equity Incentive Plan; award subject to cliff vesting on October 8, 2019.
3. The number of shares granted is not determinable at this time. The number of shares of restricted stock to be awarded shall equal $750,000 divided by the greater of (i) the closing market price of the Company's Class A common stock, $0.01 par value per share ("Common Stock"), on October 8, 2014 and (ii) the average of the closing market price of the Common Stock for the 60 consecutive trading days commencing on October 8, 2014. An amendment to this Form 4 will be filed upon final determination of the number of shares of restricted stock granted pursuant to this award.
4. The number of shares granted is not determinable at this time. The number of shares of restricted stock to be awarded shall equal $1.4 million divided by the greater of (i) the closing market price of the Common Stock on October 8, 2014 and (ii) the average of the closing market price of the Common Stock for the 60 consecutive trading days commencing on October 8, 2014. An amendment to this Form 4 will be filed upon final determination of the number of shares of restricted stock granted pursuant to this award.
5. Each Deferred Stock Unit ("DSU") represents the issuer's obligation to transfer one share of Common Stock, in accordance with the terms of the deferred stock unit agreement pursuant to which the DSUs were granted. The DSUs were granted under the issuer's Non-Employee Director Equity Plan, and are immediately vested upon grant. Promptly following termination of the undersigned's service on the issuer's Board of Directors or, at the undersigned's election, a specified distribution date, the issuer will distribute to the undersigned shares of Common Stock equal to the number of DSUs reflected in the undersigned's account at such time.
/s/ Kent W. Bartholomew, as Attorney-in-Fact for Charles R. Gordon 10/10/2014
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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