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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
AECOM [ ACM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/15/2022 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 12/16/2022 | M(1) | 23,224 | A | $0(1) | 188,945 | D | |||
Common Stock | 12/16/2022 | A(2) | 69,672 | A | $0(2) | 258,617 | D | |||
Common Stock | 12/16/2022 | M(3) | 106,196 | A | $38.72 | 364,813 | D | |||
Common Stock | 12/16/2022 | F(4) | 42,268 | D | $82.77 | 322,545 | D | |||
Common Stock | 12/16/2022 | S | 124,532 | D | $82.43(5) | 198,013 | D | |||
Common Stock | 12/16/2022 | S | 14,776 | D | $83.17(6) | 183,237 | D | |||
Common Stock | 1,208 | I | by Merrill Lynch under AECOM Retirement & Savings Plan (RSP) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units | (7) | 12/15/2022 | A | 36,812 | (7) | (7) | Common Stock | 36,812 | $0 | 36,812 | D | ||||
Restricted Stock Units | (1) | 12/16/2022 | M | 23,224 | (1) | (1) | Common Stock | 23,224 | (1) | 0 | D | ||||
Employee Stock Option | $38.72 | 12/16/2022 | M | 106,196 | (3) | 08/15/2027 | Common Stock | 106,196 | (3) | 159,291 | D |
Explanation of Responses: |
1. Each restricted stock unit represents a contingent right to receive, upon vesting, one share of the Issuer's common stock. These restricted stock units were granted on December 16, 2019, and vested in full on December 16, 2022. The Form 4 filed on December 17, 2019, reported a grant date of December 15, 2019, in error. |
2. Represents shares acquired pursuant to AECOM's Performance Earnings Program under the 2016 Stock Incentive Plan. |
3. Represents the exercise of a stock option that was exercisable in tranches subject to (A) Mr. Rudd's continued employment with the Issuer through the first, second, third, fourth and fifth anniversaries of the 8/15/2020 option grant date, and (B) the volume-weighted average prices of AECOM's common stock on the New York Stock Exchange during any consecutive 20 trading day period exceeding certain price hurdles. The exercise of the stock options reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 29, 2022. |
4. Represents shares of common stock withheld by the Issuer to satisfy certain tax withholding obligations in connection with the vesting of the restricted stock units and shares acquired under the Performance Earnings Program. |
5. The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $81.92 to $82.91 the majority of which were sold to satisfy the option exercise price and related taxes. The Reporting Person undertakes to provide to the Issuer, any security holder, or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price with the range noted in this footnote. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 29, 2022. |
6. The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $82.92 to $83.50 the majority of which were sold to satisfy the option exercise price and related taxes. The Reporting Person undertakes to provide to the Issuer, any security holder, or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price with the range noted in this footnote. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 29, 2022. |
7. Represents annual grant of restricted stock units. Each restricted stock unit represents a contingent right to receive, upon vesting, one share of the Issuer's common stock in accordance with the Issuer's 2020 Stock Incentive Plan. The restricted stock units vest in full on December 15, 2025, subject to continued service through the vesting date. |
Matt Benson, Attorney-in-Fact for Troy Rudd | 12/19/2022 | |
** 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. |