0000947871-21-000619.txt : 20210519
0000947871-21-000619.hdr.sgml : 20210519
20210519183425
ACCESSION NUMBER: 0000947871-21-000619
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: Menghini Mark
CENTRAL INDEX KEY: 0001738240
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35328
FILM NUMBER: 21941728
MAIL ADDRESS:
STREET 1: 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
0001738240
Menghini Mark
17988 EDISON AVE
CHESTERFIELD
MO
63005
0
1
0
0
EVP, General Counsel & Sec.
Common Stock
2021-05-17
4
A
0
35947
A
91880
D
Common Stock
2021-05-17
4
D
0
91880
D
0
D
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.
/s/ Mark A. Menghini
2021-05-19