SEC Form 4 · accession 0001209191-17-046942
ECOLOGY & ENVIRONMENT INC · EEI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Thomas E Lynch
10% Owner
Scott Scharfman
10% Owner
Justin Jacobs
Director
Mill Road Capital II GP LLC
10% Owner
Mill Road Capital II, L.P.
10% Owner
Period of report
Jul 28, 2017
Accepted (ET)
Aug 1, 2017 · 5:11 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000809933
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common Stock, $0.01 par valueF1 | Jul 28, 2017 | J | 1,596 | $0.00 | A | 1,596 | I | See footnote |
| Class A Common Stock, $0.01 par valueF2 | holding | — | — | — | 463,072 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents the Reporting Persons' acquisition of an indirect pecuniary interest in shares of restricted stock granted by the issuer to Mr. Jacobs in accordance with Rule 16b-3(d) (as described in transaction code "A") as compensation for serving as a member of the issuer's board of directors. The shares of restricted stock will vest on April 18, 2018. Pursuant to a pre-existing contractual obligation, Mill Road Capital Management LLC, an affiliate of the Reporting Persons that does not have Section 13(d) beneficial ownership of any shares of the issuer, has the right to receive the economic benefit of the reported shares and, accordingly, Mr. Jacobs has no direct pecuniary interest in such shares. Each of the Reporting Persons may be deemed to have an indirect pecuniary interest in the reported shares. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.
- F2The shares reported are directly held by Mill Road Capital II, L.P. (the "Fund"). Mill Road Capital II GP LLC (the "GP") is the sole general partner of the Fund and has sole authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares on behalf of the Fund. Each of Messrs. Lynch and Scharfman is a management committee director of the GP and has shared authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares on behalf of the GP. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.