0001181431-15-008802.txt : 20150723 0001181431-15-008802.hdr.sgml : 20150723 20150723163005 ACCESSION NUMBER: 0001181431-15-008802 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20150713 FILED AS OF DATE: 20150723 DATE AS OF CHANGE: 20150723 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ECOLOGY & ENVIRONMENT INC CENTRAL INDEX KEY: 0000809933 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING SERVICES [8711] IRS NUMBER: 160971022 STATE OF INCORPORATION: NY FISCAL YEAR END: 0731 BUSINESS ADDRESS: STREET 1: 368 PLEASANTVIEW DR CITY: LANCASTER STATE: NY ZIP: 14086 BUSINESS PHONE: 7166848060 MAIL ADDRESS: STREET 1: 368 PLEASANTVIEW DRIVE CITY: LANCASTER STATE: NY ZIP: 14086 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Scharfman Scott CENTRAL INDEX KEY: 0001435257 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09065 FILM NUMBER: 151002588 MAIL ADDRESS: STREET 1: 382 GREENWICH AVE STREET 2: SUITE ONE CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LYNCH THOMAS E CENTRAL INDEX KEY: 0001244666 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09065 FILM NUMBER: 151002589 MAIL ADDRESS: STREET 1: 382 GREENWICH AVE STREET 2: SUITE ONE CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mill Road Capital II GP LLC CENTRAL INDEX KEY: 0001550728 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09065 FILM NUMBER: 151002590 BUSINESS ADDRESS: STREET 1: 382 GREENWICH AVE. STREET 2: SUITE ONE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-987-3500 MAIL ADDRESS: STREET 1: 382 GREENWICH AVE. STREET 2: SUITE ONE CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mill Road Capital II, L.P. CENTRAL INDEX KEY: 0001550729 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09065 FILM NUMBER: 151002591 BUSINESS ADDRESS: STREET 1: 382 GREENWICH AVE. STREET 2: SUITE ONE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-987-3500 MAIL ADDRESS: STREET 1: 382 GREENWICH AVE. STREET 2: SUITE ONE CITY: GREENWICH STATE: CT ZIP: 06830 3 1 rrd426042.xml FORM 3 X0206 3 2015-07-13 0 0000809933 ECOLOGY & ENVIRONMENT INC EEI 0001550729 Mill Road Capital II, L.P. 382 GREENWICH AVENUE SUITE ONE GREENWICH CT 06830 0 0 1 0 0001550728 Mill Road Capital II GP LLC 382 GREENWICH AVENUE SUITE ONE GREENWICH CT 06830 0 0 1 0 0001244666 LYNCH THOMAS E 382 GREENWICH AVE SUITE ONE GREENWICH CT 06830 0 0 1 0 0001435257 Scharfman Scott 382 GREENWICH AVE SUITE ONE GREENWICH CT 06830 0 0 1 0 Class A Common Stock, $0.01 par value 431475 D The 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. On May 29, 2015, the Fund entered into four Stock Purchase Agreements (the "Purchase Agreements") to purchase an aggregate of 360,000 shares of the Issuer's Class A common stock from certain stockholders of the Issuer. The Fund's obligation to purchase those shares was subject to the prior satisfaction of several important conditions. As a result of the satisfaction on July 13, 2015 of certain of those conditions, the Reporting Persons for this Form 3 may be deemed to have acquired beneficial ownership under Rule 13d-3 promulgated under the Exchange Act of 1934, as amended (the "Exchange Act"), of such shares on that date. Neither the filing of this Form 3 nor any of its contents shall be deemed to constitute an admission by any such Reporting Person that he or it is the beneficial owner of such shares for purposes of Section 13 or 16 of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed except to the extent of his or its pecuniary interest therein, if any. Justin C. Jacobs, Management Committee Director of sole general partner on behalf of Mill Road Capital II, L.P. 2015-07-23 Justin C. Jacobs, Management Committee Director on behalf of Mill Road Capital II GP LLC 2015-07-23 Justin C. Jacobs on behalf of Thomas E. Lynch by power of attorney 2015-07-23 Justin C. Jacobs on behalf of Scott P. Scharfman by power of attorney 2015-07-23 EX-24.1 2 rrd383811_434583.htm CONFIRMING STATEMENT OF THOMAS E. LYNCH rrd383811_434583.html 
Exhibit 24.1
CONFIRMING STATEMENT
This Statement confirms that the undersigned has authorized and designated Charles M. B. Goldman,
Scott P. Scharfman and Justin C. Jacobs, each acting singly, to execute and file on the undersigned's
behalf all Forms 3, 4 and 5 and Schedule 13D (including any amendments thereto) that the undersigned
may be required to file with the U.S. Securities and Exchange Commission as a result of the
undersigned's ownership of or transactions in securities of Ecology and Environment, Inc., a New York corporation.
The authority of Charles M. B. Goldman, Scott P. Scharfman and Justin C. Jacobs under this Statement
shall continue until the undersigned is no longer required to file any of Forms 3, 4 and 5 and Schedule
13D with regard to the undersigned's ownership of or transactions in securities of Ecology and
Environment, Inc. unless earlier revoked in writing.  The undersigned acknowledges that Charles M. B.
Goldman, Scott P. Scharfman and Justin C. Jacobs are not assuming any of the undersigned's
responsibilities to comply with Section 16 or Section 13 of the Securities Exchange Act of 1934,
as amended.
/s/ Thomas E. Lynch
Thomas E. Lynch
Dated:  July 23, 2015
EX-24.2 3 rrd383811_434584.htm CONFIRMING STATEMENT OF SCOTT P. SCHARFMAN rrd383811_434584.html 
Exhibit 24.2

CONFIRMING STATEMENT

This Statement confirms that the undersigned has authorized and designated Thomas E. Lynch,
Charles M. B. Goldman and Justin C. Jacobs, each acting singly, to execute and file on the
undersigned's behalf all Forms 3, 4 and 5 and Schedule 13D (including any amendments thereto)
that the undersigned may be required to file with the U.S. Securities and Exchange Commission
as a result of the undersigned's ownership of or transactions in securities of Ecology and
Environment, Inc., a New York corporation. The authority of Thomas E. Lynch, Charles M. B.
Goldman and Justin C. Jacobs under this Statement shall continue until the undersigned is no
longer required to file any of Forms 3, 4 and 5 and Schedule 13D with regard to the undersigned's
ownership of or transactions in securities of Ecology and Environment, Inc. unless earlier
revoked in writing.  The undersigned acknowledges that Thomas E. Lynch, Charles M. B. Goldman
and Justin C. Jacobs are not assuming any of the undersigned's responsibilities to comply with
Section 16 or Section 13 of the Securities Exchange Act of 1934, as amended.

/s/ Scott P. Scharfman
Scott P. Scharfman

Dated:  July 23, 2015