X0306 4 2018-05-16 0 0000809933 ECOLOGY & ENVIRONMENT INC EEI 0001550729 Mill Road Capital II, L.P. 382 GREENWICH AVENUE SUITE ONE GREENWICH CT 06830 0 0 1 0 0001550728 Mill Road Capital II GP LLC 382 GREENWICH AVENUE SUITE ONE GREENWICH CT 06830 0 0 1 0 0001244666 LYNCH THOMAS E 382 GREENWICH AVENUE SUITE ONE GREENWICH CT 06830 0 0 1 0 0001435257 Scharfman Scott 382 GREENWICH AVENUE SUITE ONE GREENWICH CT 06830 0 0 1 0 0001464667 Jacobs Justin 382 GREENWICH AVENUE SUITE ONE GREENWICH CT 06830 1 0 0 0 Class A Common Stock, $0.01 par value 2018-05-16 4 J 0 1721 0.00 A 3317 I See footnote Class A Common Stock, $0.01 par value 463072 D Represents the Reporting Persons' acquisition of an indirect pecuniary interest in shares of restricted stock granted by the issuer to Mr. Jacobs in accordance with Rule 16b-3(d) (as described in transaction code "A") as compensation for serving as a member of the issuer's board of directors. The shares of restricted stock will vest on April 18, 2019. Pursuant to a pre-existing contractual obligation, Mill Road Capital Management LLC, an affiliate of the Reporting Persons that does not have Section 13(d) beneficial ownership of any shares of the issuer, has the right to receive the economic benefit of the reported shares and, accordingly, Mr. Jacobs has no direct pecuniary interest in such shares. Each of the Reporting Persons may be deemed to have an indirect pecuniary interest in the reported shares. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any. The shares reported are directly held by Mill Road Capital II, L.P. (the "Fund"). Mill Road Capital II GP LLC (the "GP") is the sole general partner of the Fund and has sole authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares on behalf of the Fund. Each of Messrs. Lynch and Scharfman is a management committee director of the GP and has shared authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares on behalf of the GP. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any. /s/ Justin C. Jacobs, Management Committee Director of sole general partner on behalf of Mill Road Capital II, L.P. 2018-05-18 /s/ Justin C. Jacobs, Management Committee Director on behalf of Mill Road Capital II GP LLC 2018-05-18 /s/ Justin C. Jacobs on behalf of Thomas E. Lynch by power of attorney 2018-05-18 /s/ Justin C. Jacobs on behalf of Scott P. Scharfman by power of attorney 2018-05-18 /s/ Justin C. Jacobs 2018-05-18