Sec Form 4 Filing - Mill Road Capital II, L.P. @ ECOLOGY & ENVIRONMENT INC - 2016-02-02

Insider filing report for Changes in Beneficial Ownership
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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
Mill Road Capital II, L.P.
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)
382 GREENWICH AVENUE, SUITE ONE
3. Date of Earliest Transaction (MM/DD/YY)
02/02/2016
(Street)
GREENWICH, CT06830
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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
Class A Common Stock, $0.01 par value 02/02/2016 P 100 A $ 9.64 431,575 D ( 1 )
Class A Common Stock, $0.01 par value 02/03/2016 P 100 A $ 9.6 431,675 D ( 1 )
Class A Common Stock, $0.01 par value 02/04/2016 P 3,000 A $ 9.6983 434,675 D ( 1 )
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
Mill Road Capital II, L.P.
382 GREENWICH AVENUE
SUITE ONE
GREENWICH, CT06830
X
Mill Road Capital II GP LLC
382 GREENWICH AVENUE
SUITE ONE
GREENWICH, CT06830
X
LYNCH THOMAS E
382 GREENWICH AVENUE
SUITE ONE
GREENWICH, CT06830
X
Scharfman Scott
382 GREENWICH AVENUE
SUITE ONE
GREENWICH, CT06830
X
Signatures
/s/ Justin C. Jacobs, Management Committee Director of sole general partner on behalf of Mill Road Capital II, L.P. 02/04/2016
Signature of Reporting Person Date
/s/ Justin C. Jacobs, Management Committee Director on behalf of Mill Road Capital II GP LLC 02/04/2016
Signature of Reporting Person Date
/s/ Justin C. Jacobs on behalf of Thomas E. Lynch by power of attorney 02/04/2016
Signature of Reporting Person Date
/s/ Justin C. Jacobs on behalf of Scott P. Scharfman by power of attorney 02/04/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares reported are directly held by Mill Road Capital II, L.P. (the "Fund"). Mill Road Capital II GP LLC (the "GP") is the sole general partner of the Fund and has sole authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares on behalf of the Fund. Each of Messrs. Lynch and Scharfman is a management committee director of the GP and has shared authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares on behalf of the GP. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.

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