Sec Form 3 Filing - WSP Global Inc. @ ECOLOGY & ENVIRONMENT INC - 2019-08-28

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person WSP Global Inc. 2. Issuer Name and Ticker or Trading Symbol ECOLOGY & ENVIRONMENT INC [ EEI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1600 RENE-LEVESQUE BLVD. WEST 3. Date of Earliest Transaction (MM/DD/YY) 08/28/2019 (Street) MONTREAL, A8H3H 1P9 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 No securities beneficially owned 0 ( 1 ) ( 2 ) ( 3 ) I See Footnotes ( 1 ) ( 2 ) ( 3 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WSP Global Inc. 1600 RENE-LEVESQUE BLVD. WEST MONTREAL, A8H3H 1P9 X Signatures /s/ Philippe Fortier, Chief Legal Officer and Corporate Secretary, WSP Global Inc. 09/09/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Person is filing this Form 3 solely due to entering into certain Voting and Support Agreements (the "Voting Agreements") by and among the Reporting Person and certain stockholders of Ecology and Environment Inc. (the "Issuer"), pursuant to which the Reporting Person was granted irrevocable proxies to vote an aggregate of 540,187 shares of Class A Common Stock, $0.01 par value per share, of the Issuer ("Class A Common Stock") and 828,435 shares of Class B Common Stock, $0.01 par value per share, of the Issuer held by such stockholders (the "Voting Agreement Shares"). The Voting Agreements were entered into in connection with the Agreement and Plan of Merger, dated as of August 28, 2019, by and among the Reporting Person, Everest Acquisition Corp. and the Issuer (the "Merger Agreement"). ( 2 )As a result of entering into the Voting Agreements, the Reporting Person may be deemed to beneficially own, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Act"), in excess of 10% of the outstanding Class A Common Stock of the Issuer. The Reporting Person disclaims beneficial ownership of the Voting Agreement Shares for purposes of Section 16 of the Act and the filing of this Form 3 shall not be an admission that the Reporting Person is the beneficial owner for such purposes. ( 3 )For additional information regarding the Voting Agreements and the Merger Agreement, see the Issuer's Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on August 28, 2019.

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.