|
|
|
|
|
CUSIP No. 278878103
|
|
13D
|
|
Page
7
of 10 Pages
|
This Amendment No. 8 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, as amended by Amendment
No. 2 filed on March 2, 2017, as amended by Amendment No. 3 filed on March 9, 2017, as amended by Amendment No. 4 filed on March 22, 2017, as amended by Amendment No. 5 filed on April 4, 2017, as amended by
Amendment No. 6 filed on April 10, 2017, and as amended by Amendment No. 7 filed on April 21, 2017 (such joint statement, as so amended and as amended herein, the Schedule 13D), further amends the Schedule 13D
as follows:
1. The first paragraph of paragraph (a) of Item 2 of the Schedule 13D shall hereby be amended and restated in
full as follows:
This joint statement on Schedule 13D is being filed by Thomas E. Lynch, Scott P. Scharfman, Justin C. Jacobs, Mill Road
Capital II GP LLC, a Delaware limited liability company (the GP), and Mill Road Capital II, L.P., a Delaware limited partnership (the Fund). Each of the foregoing is referred to in this Schedule 13D as a
Reporting Person and, collectively, as the Reporting Persons. Messrs. Lynch, Scharfman and Jacobs, and Eric Yanagi, are the management committee directors of the GP and, in this capacity, are referred to in this
Schedule 13D as the Managers.
2. Paragraph (b) of Item 2 of the Schedule 13D shall hereby be amended and
restated in full as follows:
The business address of each of the Managers (other than Messrs. Scharfman and Yanagi), and the address of
the principal business and the principal office of the GP and the Fund, is 382 Greenwich Avenue, Suite One, Greenwich, CT 06830. The business address of each of Messrs. Scharfman and Yanagi is 400 Oyster Point Blvd, Suite 526, South San Francisco,
CA 94080.
3. Paragraphs (a), (b) and (c) of Item 5 of the Schedule 13D shall hereby be amended and restated in full as
follows:
Item 5. Interest in Securities of the Issuer
(a, b) The percentages of beneficial ownership reported in this Item 5, and on each Reporting
Persons cover page to this Schedule 13D, are based on a total of 3,128,823 shares of Common Stock issued and outstanding as of August 26, 2019, as represented by the Issuer in the Merger Agreement (as defined below). All of the share
numbers reported below, and on each Reporting Persons cover page to this Schedule 13D, are as of August 30, 2019, unless otherwise indicated. The cover page to this Schedule 13D for each Reporting Person is incorporated by reference in
its entirety into this Item 5(a, b).
Each of the Reporting Persons (other than Mr. Jacobs) beneficially owns 463,072
shares of Common Stock, or approximately 14.8% of the outstanding shares of Common Stock, Mr. Jacobs beneficially owns 4,693 shares of Common Stock, or approximately 0.1% of the outstanding shares of Common Stock, and the Reporting Persons
beneficially own, in the aggregate, 467,765 shares of Common Stock, or approximately 15.0% of the outstanding shares of Common Stock. Mr. Yanagi has no beneficial ownership of any shares of Common Stock.