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13D Filing: Mill Road Capital Ii, L.p. and Ecology & Environment Inc (NASDAQ:EEI)

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Thomas E. Lynch 8. 463,072 10. 463,072 463,072 15.43%
Scott P. Scharfman 8. 463,072 10. 463,072 463,072 15.43%
Mill Road Capital II GP 463,072 9. 463,072 11. 463,072 15.43%
Mill Road Capital II 463,072 9. 463,072 11. 463,072 15.43%

Page 1 of 7 – SEC Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

 

 

Ecology and
Environment, Inc.

(Name of Issuer)

Class A Common Stock, $0.01 par value

(Title of Class of Securities)

278878103

(CUSIP Number)

Mill Road Capital II, L.P.

Attn: Thomas E. Lynch

382 Greenwich Avenue

Suite One

Greenwich, CT
06830

203-987-3500

 

 

With
copies to:

Peter M. Rosenblum, Esq.

Foley Hoag LLP

155
Seaport Blvd.

Boston, MA 02210

617-832-1151

Paul Bork, Esq.

Foley Hoag LLP

155
Seaport Blvd.

Boston, MA 02210

617-832-1113

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 4, 2017

(Date of
Event which Requires Filing of this Statement)

 

 

If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box.   ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for
other parties to whom copies are sent.

* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).

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Page 2 of 7 – SEC Filing


CUSIP No.  278878103 13D Page 2 of 7 Pages
  1. 

Names of
Reporting Persons.

Thomas E. Lynch

  2.

Check the Appropriate Box if a Member
of a Group (See Instructions)

(a)  ☐        (b)  ☐

  3.

SEC Use Only

  4.

Source of Funds (See Instructions)

AF

  5.

Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)

  6.

Citizenship or Place of
Organization

USA

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

  7. 

Sole Voting Power

  8.

Shared Voting Power

463,072

  9.

Sole Dispositive Power

10.

Shared Dispositive Power

463,072

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

463,072

12.

Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)

13.

Percent of Class Represented by Amount
in Row (11)

15.43%

14.

Type of Reporting Person (See
Instructions)

HC; IN

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Page 3 of 7 – SEC Filing


CUSIP No.  278878103 13D Page 3 of 7 Pages
  1. 

Names of
Reporting Persons.

Scott P. Scharfman

  2.

Check the Appropriate Box if a Member
of a Group (See Instructions)

(a)  ☐        (b)  ☐

  3.

SEC Use Only

  4.

Source of Funds (See Instructions)

AF

  5.

Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)

  6.

Citizenship or Place of
Organization

USA

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

  7. 

Sole Voting Power

  8.

Shared Voting Power

463,072

  9.

Sole Dispositive Power

10.

Shared Dispositive Power

463,072

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

463,072

12.

Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)

13.

Percent of Class Represented by Amount
in Row (11)

15.43%

14.

Type of Reporting Person (See
Instructions)

HC; IN

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Page 4 of 7 – SEC Filing


CUSIP No.  278878103 13D Page 4 of 7 Pages
  1. 

Names of
Reporting Persons

Mill Road Capital II GP LLC

  2.

Check the Appropriate Box if a Member
of a Group (See Instructions)

(a)  ☐        (b)  ☐

  3.

SEC Use Only

  4.

Source of Funds (See Instructions)

AF

  5.

Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)

  6.

Citizenship or Place of
Organization

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

  7. 

Sole Voting Power

463,072

  8.

Shared Voting Power

  9.

Sole Dispositive Power

463,072

10.

Shared Dispositive Power

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

463,072

12.

Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)

13.

Percent of Class Represented by Amount
in Row (11)

15.43%

14.

Type of Reporting Person (See
Instructions)

HC; OO

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Page 5 of 7 – SEC Filing


CUSIP No.  278878103 13D Page 5 of 7 Pages
  1. 

Names of
Reporting Persons.

Mill Road Capital II, L.P.

  2.

Check the Appropriate Box if a Member
of a Group (See Instructions)

(a)  ☐        (b)  ☐

  3.

SEC Use Only

  4.

Source of Funds (See Instructions)

WC

  5.

Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)

  6.

Citizenship or Place of
Organization

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

  7. 

Sole Voting Power

463,072

  8.

Shared Voting Power

  9.

Sole Dispositive Power

463,072

10.

Shared Dispositive Power

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

463,072

12.

Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)

13.

Percent of Class Represented by Amount
in Row (11)

15.43%

14.

Type of Reporting Person (See
Instructions)

PN

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Page 6 of 7 – SEC Filing


CUSIP No.  278878103

This Amendment No. 5 to the joint statement on Schedule 13D with respect to the
Class A Common Stock, $0.01 par value, of Ecology and Environment, Inc., a New York corporation filed by the undersigned on July 23, 2015, as amended by Amendment No. 1 filed on October 28, 2016, by Amendment No. 2 filed on
March 2, 2017, by Amendment No. 3 filed on March 9, 2017, and by Amendment No. 4 filed on March 22, 2017 (collectively, the Schedule 13D), further amends and supplements the Schedule 13D as follows:

1. Item 4 of the Schedule 13D shall hereby be amended by inserting the following paragraph between the thirteenth and fourteenth paragraphs:

On April 4, 2017, the Fund delivered a letter to the stockholders of the Issuer, attached hereto as Exhibit 23, urging them to vote the
GREEN proxy card to elect the Nominees to the board of directors of the Issuer in connection with the Funds potential solicitation of proxies in support of the Nominees.

2. Except as expressly modified hereby, all statements contained in the Schedule 13D remain unchanged.

[signature pages follow]

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Page 7 of 7 – SEC Filing


CUSIP No.  278878103

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.

DATE: April 4, 2017
MILL ROAD CAPITAL II, L.P.
By: Mill Road Capital II GP LLC,
its General Partner
By:

/s/ Justin C. Jacobs

Justin C. Jacobs
Management Committee Director
MILL ROAD CAPITAL II GP LLC
By:

/s/ Justin C. Jacobs

Justin C. Jacobs
Management Committee Director
THOMAS E. LYNCH
By:

/s/ Justin C. Jacobs

Justin C. Jacobs, duly authorized
SCOTT P. SCHARFMAN
By:

/s/ Justin C. Jacobs

Justin C. Jacobs, duly authorized
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