Sec Form 4 Filing - WSP Global Inc. @ ECOLOGY & ENVIRONMENT INC - 2019-12-31

FORM 4 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

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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) 12/31/2019 (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 Common Stock 12/31/2019 P( 1 )( 2 )( 3 ) 1,000 A 1,000 I See Footnote ( 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. 01/03/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On August 28, 2019, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with the Reporting Person and Everest Acquisition Corp., a New York corporation and an indirect wholly owned subsidiary of the Reporting Person ("Merger Sub"), for the acquisition of the Issuer by the Reporting Person. Pursuant to the Merger Agreement, upon the terms and subject to the conditions thereof, Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation (the "Surviving Corporation"). On December 31, 2019, the parties completed the Merger and filed a certificate of merger with the New York Department of State, providing for the Merger, followed by a certificate of amendment to the certificate of incorporation of the Issuer as the surviving corporation. At the effective time of the Merger (the "Effective Time") ( 2 )(continued from footnote 1) and by virtue of the Merger, (i) each share of Common Stock held by the Issuer or any wholly owned subsidiary of the Issuer (or held in the Issuer's treasury) or held, directly or indirectly, by the Reporting Person, Merger Sub or any other wholly owned Subsidiary of the Reporting Person immediately prior to the Effective Time (collectively, the "Excluded Shares") were canceled and retired and ceased to exist, and no consideration was delivered in exchange therefor; (ii) each share of the Issuer's Class A Common Stock and Class B Common Stock, issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares) but including shares that were, as of the Effective Time, unvested and subject to restrictions, converted into the right to receive $15.00 in cash (the "Per Share Merger Consideration"), without interest and subject to any required tax withholding, ( 3 )(continued from footnote 2) and (iii) each share of common stock, $0.01 par value per share, of Merger Sub outstanding immediately prior to the Effective Time was converted into one share of Common Stock of the Issuer. As a result of such transactions and the certificate of incorporation of the Issuer as amended by the certificate of amendment, following the Effective Time, the Issuer has a single class of capital stock, the Common Stock, and all 1,000 shares of Common Stock outstanding are held through a U.S. wholly owned subsidiary of the Reporting Person.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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