0001209191-19-062060.txt : 20191230 0001209191-19-062060.hdr.sgml : 20191230 20191230105033 ACCESSION NUMBER: 0001209191-19-062060 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20191230 FILED AS OF DATE: 20191230 DATE AS OF CHANGE: 20191230 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Gross Michael C. CENTRAL INDEX KEY: 0001482368 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09065 FILM NUMBER: 191315315 MAIL ADDRESS: STREET 1: 368 PLEASANT VIEW DRIVE CITY: LANCASTER STATE: NY ZIP: 14086 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ECOLOGY & ENVIRONMENT INC CENTRAL INDEX KEY: 0000809933 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING SERVICES [8711] IRS NUMBER: 160971022 STATE OF INCORPORATION: NY FISCAL YEAR END: 0731 BUSINESS ADDRESS: STREET 1: 368 PLEASANTVIEW DR CITY: LANCASTER STATE: NY ZIP: 14086 BUSINESS PHONE: 7166848060 MAIL ADDRESS: STREET 1: 368 PLEASANTVIEW DRIVE CITY: LANCASTER STATE: NY ZIP: 14086 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2019-12-30 0 0000809933 ECOLOGY & ENVIRONMENT INC EEI 0001482368 Gross Michael C. 4664 GREEN ROAD LOCKPORT NY 14094 1 0 0 0 Class A Common Stock 2019-12-30 4 D 0 6386 15.00 D 0 D Class B Common Stock 2019-12-30 4 D 0 5949 15.00 D 0 I Co-Trustee and 1/3 contingent remainderman of Trust that owns shares Class B Common Stock 2019-12-30 4 D 0 17500 15.00 D 0 D Class A Common Stock 2019-12-30 4 D 0 1376 15.00 D 0 D On August 28, 2019 the Issuer entered into an Agreement and Plan of Merger (the"Merger Agreement")with WSP Global inc., a Canadian corporation (the "Parent") and Everest Acquisition Corp., a New York corporation and a direct subsidiary of the Parent) the "Merger Sub"). Pursuant to the terms of the Merger Agreement and the Merger (as defined in the Merger Agreement), each share of the Issuer's common stock (the "Company Common Stock") held by the Reporting Person was acquired, at a purchase price of $15.00 per share (the "Price Per Share") in cash Class B Common Stock is convertible one-for-one into Class A Common Stock Reporting Person is one of three co-trustees of an inter vivos trust established by his parents for their benefit that owns these shares of Class B Common Stock and is a one-third contingent remainder beneficiary of the trust's assets which include a total of 17,848 of such shares of which he disclaims beneficial interest in 11,899 of those shares. Represents shares previously owned by Reporting Person as one of three co-trustees of an inter vivos trust established by his father for the benefit of his mother, himself and his siblings that owned shares of Class B Common Stock. The Reporting Person was a one-third contingent remainder beneficiary of the trust's assets which included 52,500 of such shares of whch he disclaimed beneficial intest in 35,000 of those shares. As Reporting Person's mother passed away on June 3, 2019, the 17,500 shares were distributed by the trust and are now owned directly by the Reporting Person. Michael C Gross 2019-12-30