Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
(Amendment No. 3)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES
13d-1(b) AND (c) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)
ECOLOGY AND ENVIRONMENT, INC.
Name of Issuer
Class A Common Stock
(Class B Common Stock is Convertible into Class A Common Stock on a one for one basis)
(Title of Class of Securities)
278878 10 3
(CUSIP Number)
December 31, 2013
(Date of Event Which Requires Filing of this Statement)
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP NO.: 278878 10 3
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1.
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Name of Reporting Persons.
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Kevin S. Neumaier
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2.
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Check the Appropriate Box if a Member of a Group.
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Not Applicable.
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3.
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Securities and Exchange Commission use only.
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4.
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Citizenship or Place of Organization.
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH:
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5.
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Sole Voting Power
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Class A (2)
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Class B (1)
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123,902
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114,878
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6.
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Shared Voting Power
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Class A
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Class B
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-0-
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-0-
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7.
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Sole Dispositive Power
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Class A
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Class B
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9,024
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-0-
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8.
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Shared Dispositive Power(3)
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Class A
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Class B (1)
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114,878
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114,878
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9.
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Aggregate Amount Beneficially Owned by Reporting Person:
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Class A (2)(3)
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Class B
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123,902
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114,878
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10.
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Check box if the aggregate amount in Row 9 excludes certain shares.
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□
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11.
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Percent of Class Represented by Amount in Row 9:
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Class A
Common Stock (2)
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Class B
Common Stock
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4.5%
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7.0%
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12.
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Type of Reporting Person:
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Individual
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| (1) | Class B Stock is convertible into Class A Stock on a one for one basis. |
| (2) | Includes 1,120 shares of Class A Common Stock owned by Mr. Neumaier's 401(k) plan account. Includes 2 shares of Class A Common Stock owned by a Partnership in which Mr. Neumaier is a general partner. |
| (3) | Messrs. Gerhard J. Neumaier, Silvestro, Frank, and Strobel entered into a Stockholders' Agreement dated May 12, 1970, as amended January 24, 2011, which governs the sale of certain shares of common stock owned by them and the children of those individuals. The Agreement provides that prior to accepting a bona fide offer to purchase the certain covered part of their shares, each party must first allow the other members to the Agreement 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. |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
Schedule 13G
Under the Securities Exchange Act of 1934
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Item 1(a):
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Name of Issuer:
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Ecology and Environment, Inc.
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Item 1(b):
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Address of Issuer's Principal Executive Offices:
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368 Pleasant View Drive
Lancaster, New York
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Item 2(a):
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Name of Person Filing:
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Kevin S. Neumaier
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Item 2(b):
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Address of Principal Business Office:
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368 Pleasant View Drive
Lancaster, New York
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Item 2(c):
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Citizenship:
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United States
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Item 2(d):
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Title of Class of Securities:
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Class A Common Stock (Class B Common Stock is convertible into Class A Stock on a one for one basis)
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Item 2(e):
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CUSIP Number:
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278878 10 3
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Item 3:
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Not Applicable
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Item 4(a):
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Amount Beneficially Owned: (1) (2) (3) (4) (5)
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Class A
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Class B
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123,902
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114,878
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Item 4(b):
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Percent of Class:
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Class A
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Class B
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4.5%
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7.0%
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Item 4(c)(i):
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Sole Power to Vote or to direct the vote -
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Class A
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Class B
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123,902
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114,878
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Item 4(c)(ii):
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Shared Power to Vote or to direct the vote -
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Class A
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Class B
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-0-
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-0-
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Item 4(c)(iii):
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Sole Power to dispose or to direct the disposition of -
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Class A
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Class B
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9,024
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-0-
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Item 4(c)(iv):
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Shared Power to dispose or to direct the disposition of -
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Class A
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Class B
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114,878
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114,878
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| (1) | Class B Stock is convertible into Class A Stock on a one for one basis. |
| (2) | 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. |
| (3) | Messrs. Gerhard J. Neumaier, Silvestro, Frank, and Strobel entered into a Stockholders' Agreement dated May 12, 1970, as amended January 24, 2011, which governs the sale of certain shares of common stock owned by them and the children of those individuals. The Agreement provides that prior to accepting a bona fide offer to purchase the certain covered part of their shares, each party must first allow the other members to the Agreement 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. |
| (4) | There are 2,646,927 shares of Class A Common Stock outstanding and 1,643,773 shares of Class B Common Stock outstanding as of December 31, 2013. |
| (5) | Includes 1,120 shares of Class A Common Stock owned by Mr. Neumaier's 401(k) plan account. Includes 2 shares of Class A Common Stock owned by a Partnership in which Mr. Neumaier is a general partner. |
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Item 5:
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Ownership of Five Percent or Less of a Class:
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Not Applicable
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Item 6:
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Ownership of More than Five Percent on Behalf of Another Person:
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Not Applicable
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Item 7:
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:
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Not Applicable
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Item 8:
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Identification and Classification of Members of the Group:
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Not Applicable
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Item 9:
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Notice of Dissolution of Group:
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Not Applicable
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Item 10:
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Certification:
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Not Applicable
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Date:
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February 13, 2014
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Signature:
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/s/ Kevin S. Neumaier
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