0000947871-21-000609.txt : 20210519 0000947871-21-000609.hdr.sgml : 20210519 20210519182142 ACCESSION NUMBER: 0000947871-21-000609 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210517 FILED AS OF DATE: 20210519 DATE AS OF CHANGE: 20210519 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MORRIS DAVID F CENTRAL INDEX KEY: 0001255529 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35328 FILM NUMBER: 21941672 MAIL ADDRESS: STREET 1: C/O INSITUFORM TECHNOLOGIES, INC. STREET 2: 17988 EDISON AVENUE CITY: CHESTERFIELD STATE: MO ZIP: 63005 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Aegion Corp CENTRAL INDEX KEY: 0000353020 STANDARD INDUSTRIAL CLASSIFICATION: WATER, SEWER, PIPELINE, COMM AND POWER LINE CONSTRUCTION [1623] IRS NUMBER: 133032158 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 17988 EDISON AVENUE CITY: CHESTERFIELD STATE: MO ZIP: 63005 BUSINESS PHONE: 6365308000 MAIL ADDRESS: STREET 1: 17988 EDISON AVENUE CITY: CHESTERFIELD STATE: MO ZIP: 63005 FORMER COMPANY: FORMER CONFORMED NAME: INSITUFORM TECHNOLOGIES INC DATE OF NAME CHANGE: 19930617 FORMER COMPANY: FORMER CONFORMED NAME: INSITUFORM OF NORTH AMERICA INC/TN/ DATE OF NAME CHANGE: 19930617 FORMER COMPANY: FORMER CONFORMED NAME: INSITUFORM OF NORTH AMERICA INC DATE OF NAME CHANGE: 19921217 4 1 ownership.xml X0306 4 2021-05-17 1 0000353020 Aegion Corp AEGN 0001255529 MORRIS DAVID F 17988 EDISON AVE CHESTERFIELD MO 63005 0 1 0 0 EVP & Chief Financial Officer Common Stock 2021-05-17 4 A 0 82728 A 348191 D Common Stock 2021-05-17 4 D 0 348191 D 0 D Common Stock 2021-05-17 4 D 0 3500 D 0 I Individual Retirement Account Common Stock 2021-05-13 5 G 0 E 3300 D 22835 I By Spouse Common Stock 2021-05-17 4 D 0 22835 D 0 I By Spouse Common Stock 2021-05-17 4 D 0 2950 D 0 I By Spouse in Individual Retirement Account 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). 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. Gift to Schwab Charitable Fund on May 13, 2021. The reporting person acquired beneficial ownership of these shares upon his marriage to the owner of the shares. The reporting person disclaims that he is the beneficial owner of these shares. /s/ Mark A. Menghini, as Attorney-in-Fact for David F. Morris 2021-05-19