Sec Form 4 Filing - Gross Michael C. @ ECOLOGY & ENVIRONMENT INC - 2019-08-02

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 Gross Michael C. 2. Issuer Name and Ticker or Trading Symbol ECOLOGY & ENVIRONMENT INC [ EEI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 4664 GREEN ROAD 3. Date of Earliest Transaction (MM/DD/YY) 08/02/2019 (Street) LOCKPORT, NY14094 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 Class A Common Stock 6,386 D Class B Common Stock ( 1 ) 5,949 ( 2 ) I ( 2 ) Co-Trustee and 1/3 contingent remainderman of Trust that owns shares Class B Common Stock ( 1 ) 17,500 ( 3 ) D ( 3 ) Class A Common Stock 08/02/2019 A( 4 ) 1,376 ( 4 ) A $ 10.9 ( 4 ) 1,376 ( 4 ) D

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 Gross Michael C. 4664 GREEN ROAD LOCKPORT, NY14094 X Signatures Michael C Gross 08/05/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Class B Common Stock is convertible one-for-one into Class A Common Stock ( 2 )Reporting Person is one of three co-trustees of an inter vivos trust established by his parents for their benefit that owns these shares of Class B Common Stock and is a one-third contingent remainder beneficiary of the trust's assets which include a total of 17,848 of such shares of which he disclaims beneficial interest in 11,899 of those shares. ( 3 )Represents shares previously owned by Reporting Person as one of three co-trustees of an inter vivos trust established by his father for the benefit of his mother, himself and his siblings that owned shares of Class B Common Stock. The Reporting Person was a one-third contingent remainder beneficiary of the trust's assets which included 52,500 of such shares of whch he disclaimed beneficial intest in 35,000 of those shares. As Reporting Person's mother passed away on June 3, 2019, the 17,500 shares were distributed by the trust and are now owned directly by the Reporting Person. ( 4 )Award of Class A Common Stock pursuant to 2016 Ecology and Environment Inc. Stock Award Plan

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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