SEC Info - Wright Phillip D - ‘4’ for 5/17/21 re: Aegion Corp.

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

WRIGHT PHILLIP D

(Last)

(First)

(Middle)

17988 EDISON AVE

(Street)

CHESTERFIELD

63005

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Aegion Corp [ AEGN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
5/17/21

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	5/17/21		D ⁽¹⁾ ⁽²⁾		72,649	D	⁽¹⁾ ⁽²⁾	0	D
Common Stock	5/17/21		D ⁽¹⁾ ⁽²⁾		10,000	D	⁽¹⁾ ⁽²⁾	0	I	Individual Retirement Account

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

(1) On May 17, 2021, Carter Acquisition, Inc., a Delaware corporation ("Merger Sub") and a wholly-owned subsidiary of Carter Intermediate, Inc., a Delaware corporation ("Parent"), merged with and into Aegion Corporation (the "Company"), with the Company continuing as the surviving corporation (the "Merger"), pursuant to the previously announced Agreement and Plan of Merger, dated February 16, 2021 and amended on March 13, 2021 and April 13, 2021 (the "Merger Agreement") among Parent, Merger Sub and the Company.

(2) Pursuant to the Merger Agreement, at the effective time of the Merger: (a) each outstanding share of Common Stock (each, a "Share"), par value $0.01 per share, of the Company was cancelled and thereafter entitled the Reporting Person to receive $30 in cash without interest and less any applicable tax withholdings (the "Merger Consideration") and (b) each restricted stock unit and deferred stock unit (each a "Stock Unit") outstanding immediately prior to the consummation of the Merger became fully vested (to the extent unvested) and was canceled and converted into the right to receive, for each Share subject to such then-vested Stock Unit, the Merger Consideration.

	/s/ Mark A. Menghini, as Attorney-in-Fact for Phillip D. Wright	5/19/21
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

____________ Transaction Code:
D	Disposition to the Issuer of Issuer equity securities pursuant to Rule 16b-3(e).

Wright Phillip D – ‘4’ for 5/17/21 re: Aegion Corp.

On: Wednesday, 5/19/21, at 6:29pm ET · For: 5/17/21 · Accession #: 947871-21-615 · File #: 1-35328

Previous ‘4’: ‘4’ on 4/5/21 for 4/1/21 · Latest ‘4’: This Filing

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Wright Phillip D – ‘4’ for 5/17/21 re: Aegion Corp.

On: Wednesday, 5/19/21, at 6:29pm ET · For: 5/17/21 · Accession #: 947871-21-615 · File #: 1-35328

Previous ‘4’: ‘4’ on 4/5/21 for 4/1/21 · Latest ‘4’: This Filing

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents