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Filing Details

Accession Number:: 0000899243-20-000171
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-01-03 10:51:55
Reporting Period:: 2019-12-31

Accepted Time:: 2020-01-03 10:51:55
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
809933	Ecology & Environment Inc	EEI	Services-Engineering Services (8711)	160971022

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1787541	Wsp Global Inc.	1600 Rene-Levesque Blvd. West Montreal A8 H3H 1P9		No	No	Yes	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2019-12-31	1,000	$0.00	1,000	No	4	P	Indirect	See Footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See Footnote

Footnotes

On August 28, 2019, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with the Reporting Person and Everest Acquisition Corp., a New York corporation and an indirect wholly owned subsidiary of the Reporting Person ("Merger Sub"), for the acquisition of the Issuer by the Reporting Person. Pursuant to the Merger Agreement, upon the terms and subject to the conditions thereof, Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation (the "Surviving Corporation"). On December 31, 2019, the parties completed the Merger and filed a certificate of merger with the New York Department of State, providing for the Merger, followed by a certificate of amendment to the certificate of incorporation of the Issuer as the surviving corporation. At the effective time of the Merger (the "Effective Time")
(continued from footnote 1) and by virtue of the Merger, (i) each share of Common Stock held by the Issuer or any wholly owned subsidiary of the Issuer (or held in the Issuer's treasury) or held, directly or indirectly, by the Reporting Person, Merger Sub or any other wholly owned Subsidiary of the Reporting Person immediately prior to the Effective Time (collectively, the "Excluded Shares") were canceled and retired and ceased to exist, and no consideration was delivered in exchange therefor; (ii) each share of the Issuer's Class A Common Stock and Class B Common Stock, issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares) but including shares that were, as of the Effective Time, unvested and subject to restrictions, converted into the right to receive $15.00 in cash (the "Per Share Merger Consideration"), without interest and subject to any required tax withholding,
(continued from footnote 2) and (iii) each share of common stock, $0.01 par value per share, of Merger Sub outstanding immediately prior to the Effective Time was converted into one share of Common Stock of the Issuer. As a result of such transactions and the certificate of incorporation of the Issuer as amended by the certificate of amendment, following the Effective Time, the Issuer has a single class of capital stock, the Common Stock, and all 1,000 shares of Common Stock outstanding are held through a U.S. wholly owned subsidiary of the Reporting Person.