SEC FORM 4 SEC Form 4
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*
Rudd Troy

(Last) (First) (Middle)
C/O AECOM
13355 NOEL RD, SUITE 400

(Street)
DALLAS TX 75240

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
AECOM [ ACM ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
CHIEF EXECUTIVE OFFICER
3. Date of Earliest Transaction (Month/Day/Year)
08/15/2023
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
Rule 10b5-1(c) Transaction Indication

X
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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)
Code V Amount (A) or (D) Price
Common Stock 08/15/2023 M(1) 49,071 A $0(1) 232,308 D
Common Stock 08/15/2023 M(2) 53,097 A $38.72 285,405 D
Common Stock 08/15/2023 F(3) 21,366 D $87.88 264,039 D
Common Stock 08/15/2023 S 64,792 D $88.22(4) 199,247 D
Common Stock 08/15/2023 S 13,305 D $88.89(5) 185,942 D
Common Stock 12/22/2022 G V 800 D $0 185,142 D
Common Stock 1,270 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)
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 (1) 08/15/2023 M 49,071 (1) (1) Common Stock 49,071 $0(1) 0 D
Employee Stock Option $38.72 08/15/2023 M 53,097 (2) 08/15/2027 Common Stock 53,097 $0(2) 106,194 D
Explanation of Responses:
1. Each restricted stock unit represented a contingent right to receive, upon vesting, one share of the Issuer's common stock. On August 15, 2023, the restricted stock units vested and were settled for an equal number of shares of the Issuer's common stock.
2. Represents the exercise of a stock option that was exercisable in equal 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 February 22, 2023.
3. 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.
4. The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $87.74 to $88.73 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 February 22, 2023.
5. The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $88.74 to $89.42 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 February 22, 2023.
Matt Benson, Attorney-in-Fact for Troy Rudd 08/17/2023
** 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).
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