Initial Statement of Beneficial Ownership (3)
September 09 2019 - 1:41PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0104
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
WSP Global Inc. |
2. Date of Event Requiring Statement (MM/DD/YYYY)
8/28/2019
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3. Issuer Name and Ticker or Trading Symbol
ECOLOGY & ENVIRONMENT INC [EEI]
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(Last)
(First)
(Middle)
1600 RENE-LEVESQUE BLVD. WEST |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director ___X___ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Street)
MONTREAL, A8 H3H 1P9
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4) | 2. Amount of Securities Beneficially Owned
(Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) | 4. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| No securities beneficially owned | 0 (1)(2)(3) | I | See Footnotes (1)(2)(3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4) | 2. Date Exercisable and Expiration Date
(MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) | 6. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Explanation of Responses: |
| (1) | The Reporting Person is filing this Form 3 solely due to entering into certain Voting and Support Agreements (the "Voting Agreements") by and among the Reporting Person and certain stockholders of Ecology and Environment Inc. (the "Issuer"), pursuant to which the Reporting Person was granted irrevocable proxies to vote an aggregate of 540,187 shares of Class A Common Stock, $0.01 par value per share, of the Issuer ("Class A Common Stock") and 828,435 shares of Class B Common Stock, $0.01 par value per share, of the Issuer held by such stockholders (the "Voting Agreement Shares"). The Voting Agreements were entered into in connection with the Agreement and Plan of Merger, dated as of August 28, 2019, by and among the Reporting Person, Everest Acquisition Corp. and the Issuer (the "Merger Agreement"). |
| (2) | As a result of entering into the Voting Agreements, the Reporting Person may be deemed to beneficially own, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Act"), in excess of 10% of the outstanding Class A Common Stock of the Issuer. The Reporting Person disclaims beneficial ownership of the Voting Agreement Shares for purposes of Section 16 of the Act and the filing of this Form 3 shall not be an admission that the Reporting Person is the beneficial owner for such purposes. |
| (3) | For additional information regarding the Voting Agreements and the Merger Agreement, see the Issuer's Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on August 28, 2019. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
WSP Global Inc.
1600 RENE-LEVESQUE BLVD. WEST
MONTREAL, A8 H3H 1P9 |
| X |
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Signatures
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| /s/ Philippe Fortier, Chief Legal Officer and Corporate Secretary, WSP Global Inc. | | 9/9/2019 |
| **Signature of Reporting Person | Date |
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