1) | Name of Reporting Persons |
2) | Check the Appropriate Box if a Member of a Group |
3) | Securities and Exchange Commission use only |
4) | Citizenship or Place of Organization |
5) | Sole Voting Power |
Class A(a), (d)
|
Class B(b)
|
214,045
|
187,234
|
6) | Shared Voting Power |
Class A
|
Class B
|
-0-
|
-0-
|
7) | Sole Dispositive Power |
Class A
|
Class B
|
26,811
|
-0-
|
8) | Shared Dispositive Power(c) |
Class A(d)
|
Class B(b)
|
187,234
|
187,234
|
9) | Aggregate Amount Beneficially Owned by Reporting Person: |
Class A(a), (d)
|
Class B(b)
|
214,045
|
187,234
|
10) | Check box if the aggregate amount in Row 9 excludes certain shares | ☐ |
11) | Percent of Class Represented by Amount in Row 9: |
Class A(a), (d)
|
Class B
|
6.7%
|
14.4%
|
12) | Type of Reporting Person: |
(a)
|
Includes 7,640 shares of Class A Common Stock owned by Mr. Frank’s individual retirement account and 6,265 shares of Class A Common Stock owned by Mr. Frank’s 401(k) plan account.
|
(b)
|
Class B Stock is convertible into Class A Stock on a one for one basis.
|
(c)
|
Messrs.Gerard J. Neumaier (deceased, 2013), Frank B. Silvestro, Ronald L. Frank, and Gerald A. Strobel entered into a Stockholders’ Agreement dated May 12, 1970, as amended January 24, 2011, which governs the sale of certain shares of Ecology and Environment, Inc. common stock (now classified as Class B Common Stock) owned by them, certain children of those individuals and any such shares subsequently transferred to their spouses and/or children outright or in trust for their benefit upon the demise of a signatory to the Agreement (“Permitted Transferees”). The Agreement provides that prior to accepting a bona fide offer to purchase some or all of their shares of Class B Common Stock governed by the Agreement, that the selling party must first allow the other signatories to the Agreement (not including any Permitted Transferee) the opportunity to acquire on a pro rata basis, with right of over-allotment, all of such shares covered by the offer on the same terms and conditions proposed by the offer.
|
(d)
|
The Filing Person is deemed to be the beneficial owner of securities that may be acquired within 60 days through the exercise of exchange or conversion rights. The shares of Class A Common Stock issuable upon conversion by any such shareholder are not included in calculating the number of shares or percentage of Class A Common Stock beneficially owned by any other shareholder.
|
Item 1(a): | Name of Issuer: |
Item 1(b): | Address of Issuer's Principal Executive Offices: |
Item 2(a): | Name of Person Filing: |
Item 2(b): | Address of Principal Business Office: |
Item 2(c): | Citizenship: |
Item 2(d): | Title of Class of Securities: |
Item 2(e): | CUSIP Number: |
Item 3: | Not Applicable |
Item 4(a): | Amount Beneficially Owned: |
Class A(a), (d)
|
Class B(b)
|
214,045
|
187,234
|
Item 4(b): | Percent of Class: (e) |
Class A(a), (d)
|
Class B
|
6.7%
|
14.4%
|
Item 4(c)(i): | Sole Power to Vote or to direct the vote: |
Class A(a), (d)
|
Class B(b), (c)
|
214,045
|
187,234
|
Item 4(c)(ii): | Shared Power to Vote or to direct the vote: |
Class A
|
Class B
|
-0-
|
-0-
|
Item 4(c)(iii): | Sole Power to dispose or to direct the disposition of: |
Class A
|
Class B
|
26,811
|
-0-
|
Item 4(c)(iv): | Shared Power to dispose or to direct the disposition of: |
Class A(d)
|
Class B(b)
|
187,234
|
187,234
|
Item 5: | Ownership of Five Percent or Less of a Class: |
Item 6: | Ownership of More than Five Percent on Behalf of Another Person: |
Item 7: | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: |
Item 8: | Identification and Classification of Members of the Group: |
Item 9: | Notice of Dissolution of Group: |
Item 10: | Certification: |
(a)
|
Includes 7,640 shares of Class A Common Stock owned by Mr. Frank’s individual retirement account and 6,265 shares of Class A Common Stock owned by Mr. Frank’s 401(k) plan account. |
(b)
|
Class B Stock is convertible into Class A Stock on a one for one basis.
|
(c)
|
Messrs. Gerhard J. Neumaier (deceased, 2013), Frank B. Silvestro, Ronald L. Frank, and Gerald A. Strobel entered into a Stockholders’ Agreement dated May 12, 1970, as amended January 24, 2011, which governs the sale of certain shares of Ecology and Environment, Inc. common stock (now classified as Class B Common Stock) owned by them, certain children of those individuals and any such shares subsequently transferred to their spouses and/or children outright or in trust for their benefit upon the demise of a signatory to the Agreement (“Permitted Transferees”). The Agreement provides that prior to accepting a bona fide offer to purchase some or all of their shares of Class B Common Stock governed by the Agreement, that the selling party must first allow the other signatories to the Agreement (not including any Permitted Transferee) the opportunity to acquire on a pro rata basis, with right of over-allotment, all of such shares covered by the offer on the same terms and conditions proposed by the offer.
|
(d)
|
The Filing Person is deemed to be the beneficial owner of securities that may be acquired within 60 days through the exercise of exchange or conversion rights. The shares of Class A Common Stock issuable upon conversion by any such shareholder are not included in calculating the number of shares or percentage of Class A Common Stock beneficially owned by any other shareholder.
|
(e) | There are 2,995,359 shares of Class A Common Stock outstanding and 1,295,853 shares of Class B Common Stock outstanding as of December 31, 2015. |
Date:
|
February 9, 2016
|
Signature:
|
/s/Ronald L. Frank
|
Name/Title:
|
Ronald L. Frank, Executive Vice President of Finance, Secretary and Director
|